FIDELITY NATIONAL TITLE INSURANCE COMPANY

Transcription

1 Revision 15 Date: June 20, 2012 FIDELITY NATIONAL TITLE INSURANCE COMPANY 4643 S. ULSTER, SUITE 500 DENVER, CO (720) FAX (303) Our Order Number: Property Address: Current Owner: Purchaser: F Foothills Fashion Mall Fort Collins, CO GGP-Foothills L.L.C., a Delaware limited liability company WALTON FOOTHILLS HOLDINGS VI, L.L.C., a Delaware limited liability company Enclosed you will find the commitment for the following real estate transaction. If you have questions please contact your closer, Valena Bloomquist, at or by fax or at: valena.bloomquist@fnf.com. Your title officer, Noreen Behringer, may be reached at , by fax: or at : nbehringer@fnf.com. Mailing List Robert Kaufmann, Esq. Brownstein Hyatt Farber Schreck, LLP th Street, Suite 2200 Denver, CO fax rkaufmann@bhfs.com Don Prosvost Alberta Development Partners, LLC dgp@albdev.com Dave Difulvio Farnsworth Group ddifulvio@f-w.com Ashley Wingfield Brownstein Hyatt Farber Schreck, LLP AWingfield@BHFS.com Brownstein Hyatt Farber Schreck, LLP 410 Seventeenth Street, Suite 2200 Denver, CO Emma R. Keyser ekeyser@bhfs.com Josh Zemon Walton Street Capital LLC zemonj@waltonst.com Bryan McFarland Alberta Development Partners, LLC bmf@albdev.com Nate VanRaemdonck Farnsworth Group nvan@f-w.com Julie R. Sander Paralegal Brownstein Hyatt Farber Schreck, LLP 410 Seventeenth Street, Suite 2200 Denver, CO tel fax JSander@BHFS.com Bryan McFarland Alberta Development bmf@albdev.com We appreciate the opportunity to serve you!

2 American Land Title Association ALTA Commitment Form COMMITMENT FOR TITLE INSURANCE Issued By FIDELITY NATIONAL TITLE INSURANCE COMPANY ALTA Commitment Form Adopted Fidelity National Title Insurance Company, a California corporation ("Company"), for a valuable consideration, commits to issue its policy or policies of title insurance, as identified in Schedule A, in favor of the Proposed Insured named in Schedule A, as owner or mortgagee of the estate or interest in the land described or referred to in Schedule A, upon payment of the premiums and charges and compliance with the Requirements; all subject to the provisions of Schedules A and B and to the Conditions of this Commitment. This Commitment shall be effective only when the identity of the Proposed Insured and the amount of the policy or policies committed for have been inserted in Schedule A by the Company. All liability and obligation under this Commitment shall cease and terminate 6 months after the Effective Date or when the policy or policies committed for shall issue, whichever first occurs, provided that the failure to issue the policy or policies is not the fault of the Company. The Company will provide a sample of the policy form upon request. This Commitment shall not be valid or binding until countersigned by a validating officer or authorized signatory. IN WITNESS WHEREOF, FIDELITY NATIONAL TITLE INSURANCE COMPANY has caused its corporate name and seal to be affixed by its duly authorized officers on the date shown in Schedule A. Fidelity National Title Insurance Company Countersigned:

3 American Land Title Association CONDITIONS ALTA Commitment Form Adopted The term mortgage, when used herein, shall include deed of trust, trust deed, or other security instrument. 2. If the proposed Insured has or acquired actual knowledge of any defect, lien, encumbrance, adverse claim or other matter affecting the estate or interest or mortgage thereon covered by this Commitment other than those shown in Schedule B hereof, and shall fail to disclose such knowledge to the Company in writing, the Company shall be relieved from liability for any loss or damage resulting from any act of reliance hereon to the extent the Company is prejudiced by failure to so disclose such knowledge. If the proposed Insured shall disclose such knowledge to the Company, or if the Company otherwise acquires actual knowledge of any such defect, lien, encumbrance, adverse claim or other matter, the Company at its option may amend Schedule B of this Commitment accordingly, but such amendment shall not relieve the Company from liability previously incurred pursuant to paragraph 3 of these Conditions. 3. Liability of the Company under this Commitment shall be only to the named proposed Insured and such parties included under the definition of Insured in the form of policy or policies committed for and only for actual loss incurred in reliance hereon in undertaking in good faith (a) to comply with the requirements hereof, or (b) to eliminate exceptions shown in Schedule B, or (c) to acquire or create the estate or interest or mortgage thereon covered by this Commitment. In no event shall such liability exceed the amount stated in Schedule A for the policy or policies committed for and such liability is subject to the insuring provisions and Conditions and the Exclusions from Coverage of the form of policy or policies committed for in favor of the proposed Insured which are hereby incorporated by reference and are made a part of this Commitment except as expressly modified herein. 4. This Commitment is a contract to issue one or more title insurance policies and is not an abstract of title or a report of the condition of title. Any action or actions or rights of action that the proposed Insured may have or may bring against the Company arising out of the status of the title to the estate or interest or the status of the mortgage thereon covered by this Commitment must be based on and are subject to the provisions of this Commitment. 5. The policy to be issued contains an arbitration clause. All arbitrable matters when the Amount of Insurance is $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the parties. You may review a copy of the arbitration rules at <

4 FIDELITY NATIONAL TITLE INSURANCE COMPANY 1. Effective date: June 6, 2012 at 07:30 AM COMMITMENT FOR TITLE INSURANCE SCHEDULE A Revision 15 Commitment Number: F Policy or Policies to be issued: Policy Amount Premium (A) Owner's Policy (ALTA Owner's Policy (2006)) $ 39,688, $ 26, Proposed Insured: Walton Foothills Holdings VI, L.L.C., a Delaware limited liability company (B) Loan Policy Proposed Insured: ALTA 9.5 (Comprehensive) $ 2, ALTA 8.1 (Environmental) $ 1, ALTA 17 (Access) $ SE-91 (Arbitration) $ 0.00 ALTA 18.1 (Sep Tax Parcels) $ ALTA 25 (Sm as Survey) $ 1, ALTA 26 (Subdivsion) $ ALTA 19 (Contiguity) $ 2, ALTA 22 (Location) $ CLTA (Patent) (8) $ End (Mineral Protection-Aesthetic Damage-Hold Open Loan) $ 2, ALTA 3.1 (Zoning) $ 2, ATLA 17.2 (Utilities) $ CLTA 103.3A (32 and 33) and (9 as to the canal easement) OP $ 2, CLTA 103.1A (10, 11, 16, 19, 20, 22, 23, 24, 26, 36, 48 and 64) OP $ 1, CLTA (10, 11, 22, 23, 24, 26, 36, 48 and 64) Hold Open LN $ 1, CLTA [9 and 70(b) and 70 (d)], 16, 19-21, $ [30 and 70(e)], 31-34, 55 and 63 Hold Open LN Hold Open Loan Policy $ 5, Delete 1-3 (Commercial) $ The estate or interest in the land described or referred to in this Commitment is: fee simple 4. Title to the fee simple estate or interest in the land is at the Effective Date vested in: GGP-Foothills L.L.C., a Delaware limited liability company TOTAL: $ 47, ALTA Commitment (Schedule A)

5 COMMITMENT FOR TITLE INSURANCE SCHEDULE A 5. The land referred to in this Commitment is described as follows: PARCEL I - FEE SIMPLE: Tract 2, The Foothills Fashion Mall Expansion, City of Fort Collins, County of Larimer, State of Colorado. PARCEL II - FEE SIMPLE: Tract 3, The Foothills Fashion Mall Expansion, City of Fort Collins, County of Larimer, State of Colorado. PARCEL III - FEE SIMPLE: Lot #1 of Replat of Tracts F, G and J and Vacated Service Road, Southmoor Village Fifth Filing, City of Fort Collins, Colorado, a municipal corporation, according to the replat filed December 13, 1973, except that portion conveyed to the City of Fort Collins, for public use by Deed of Dedication recorded April 21, 1989, as Reception No , more particularly described as follows: A part of Lot 1 of the Replat of Tracts F, G and J and Vacated Service Road, Southmoor Village, Fifth Filing, City of Fort Collins, County of Larimer, State of Colorado, which begins at a point which bears South 00 12' East feet from the Northeast corner of said Lot 1, and runs thence South 00 12' East feet; Thence along the arc of a foot radius curve to the right a distance of feet, the long chord of which bears South 33 43'30" West feet; Thence along the arc of a foot radius curve to the left a distance of feet, the long chord of which bears South 56 01'30" West feet; Thence North 44 23' East feet; thence along the arc of a foot radius curve to the left a distance of feet, the long chord of which bears North 22 05' East feet to the Point of Beginning. PARCEL IV - FEE SIMPLE: A part of Tract T and U and a part of the vacated frontage road adjacent to said Tract U, Southmoor Village Fifth Filing, City of Fort Collins, County of Larimer, State of Colorado, which begins at a point on the West line of said Tract T which bears South 01 57' East 7.19 feet and again South 12 17'30" West feet from the Northwest corner of said Tract T, and run thence North 89 45'30" East feet to a point on the Northerly line of East Monroe Drive; Thence along said Northerly right-of-way line, South 51 45' West feet and again along the arc of a foot radius curve to the right a distance of feet, the long chord of which bears South 70 40'06" West feet and again South 89 35'15" West feet; Thence along the arc of a foot radius curve to the right a distance of feet, the long chord of which bears North 45 24'45" West feet; Thence North 00 24'45" West feet along the East line of South College Avenue; Thence North 89 45'30" East, feet to the point of beginning. Also: A part of Tract T of Southmoor Village, Fifth Filing which begins at the Northwest corner of said Tract T and run thence North 89 45'30" East feet; Thence South 74 54' East feet; Thence South 00 14'30" East feet to a point on the North line of Monroe Drive; Thence along said North line along the arc of a foot radius curve to the left a distance of feet, the long chord of which bears South 63 33'47" West feet, and again South 51 45' West feet; Thence South 89 45'30" West feet; Thence North 12 17'30" East feet; Thence North 01 57' West 7.19 feet to the point of beginning: AND a part of Tract U of Southmoor Village, Fifth Filing, and a part of the vacated frontage road adjacent to said Tract U which begins at the Northeast ALTA Commitment (Schedule A)

6 COMMITMENT FOR TITLE INSURANCE SCHEDULE A corner of said Tract U and run thence South 01 57' East 7.19 feet; Thence South 12 17'30" West feet; Thence South 89 45'30" West feet to a point on the East right-of-way line of South College Avenue; Thence North 00 24'45" West feet; Thence North 89 45'30" East feet to the point of beginning; City of Fort Collins, County of Larimer, State of Colorado. EXCEPT that portion described in Partial Release recorded August 19, 1988 as Reception No The above described Parcel IV is also known as: A part of Tract T, Tract U and the vacated frontage road adjacent to the West side of Tract U, all in Southmoor Village, Fifth Filing, City of Fort Collins, County of Larimer, State of Colorado, which begins at the Northwest corner of said Tract T and runs thence North 89 45'30" East feet; Thence along the arc of a foot radius curve to the right a distance of feet, the long chord of which bears South 12 49'33" East feet; Thence South 00 14'30" East feet; Thence South 51 45' West feet; Thence along the arc of a foot radius curve to the right a distance of feet, the long chord of which bears South 70 40'06" West feet; Thence South 89 35'15" West feet; Thence along the arc of a foot radius curve to the right a distance of feet, the long chord of which bears North 45 24'45" West feet; Thence North 00 24'45" West feet; Thence North 89 45'30" East feet to the Point of Beginning. PARCEL V - FEE SIMPLE: Tract A, The Foothills Fashion Mall Foley's Expansion, City of Fort Collins, County of Larimer, State of Colorado. PARCEL VI - FEE SIMPLE: Tract 1 and Tract 7 of The Foothills Fashion Mall Expansion, City of Fort Collins, County of Larimer, State of Colorado. PARCEL VII - FEE SIMPLE: Tract 10 of The Foothills Fashion Mall Expansion, City of Fort Collins, County of Larimer, State of Colorado. PARCEL VIII - FEE SIMPLE: Tract E, Southmoor Village, Fifth Filing, together with a tract of land beginning at the Southwest corner of Tract E of Southmoor Village Fifth Filing and runs: Thence South 89 45'30" West, feet; Thence North 00 24'45" West, feet; Thence North 89 35'15" East, feet; Thence South 00 24'45" East, feet to the beginning, Larimer County, Colorado. PARCEL IX - EASEMENTS: Together with those rights and easements constituting rights in real property created, defined and limited by that certain Easement Agreement recorded June 23, 1972 in Book 1509 at Page 306, Amended Agreement recorded June 23, 1972 in Book 1509 at Page 316, Amended Construction, Operation Reciprocal Easement Agreement recorded June 23, 1972 in Book 1509 at Page 201, Restatement of Amended Construction, Operation and Reciprocal Easement Agreement recorded May 31, 1979, in Book 1956 at Page 796, Amendment No. 1 to Restatement of Amended Construction, Operation and Reciprocal Easement Agreement, recorded September 27, ALTA Commitment (Schedule A)

7 COMMITMENT FOR TITLE INSURANCE SCHEDULE A 1988 at Reception No , and Amendment No. 2 to Restatement of Amended Construction, Operation and Reciprocal Easement Agreement recorded September 7, 1999 at Reception No , Assignment and Assumption of Restatement of Amended Construction, Operation and Reciprocal Easement Agreement recorded December 19, 2003 at Reception No , and Assignment and Assumption of Restatement of Amended Construction, Operation and Reciprocal Easement Agreement recorded January 30, 2004 at Reception No PARCEL X - EASEMENTS: Together with those rights and easements constituting rights in real property created, defined and limited by that certain Cross-Easement Agreement recorded September 7, 1988 at Reception No , Grant of Easement recorded September 7, 1988 at Reception No and Grant of Easement recorded January 26, 1993 at Reception No PARCEL XI - EASEMENTS: Together with those rights and easements constituting rights in real property created, defined and limited by that certain Easement Agreement recorded April 24, 1997 at Reception No ALTA Commitment (Schedule A)

8 FIDELITY NATIONAL TITLE INSURANCE COMPANY SCHEDULE B - SECTION I REQUIREMENTS Commitment Number: F A. Payment to or for the account of the grantors or mortgagors of the full consideration for the estate or the interest to be insured. B. Proper instrument(s) creating the estate or interest to be insured must be executed and duly filed for record in the office of the clerk and recorder of the county in which said property is located. C. Deed sufficient to convey the fee simple estate or interest in the Land described or referred to herein, to the Proposed Insured Purchaser. If the parties to the subject transaction request the Company to provide escrow-settlement and disbursement services to facilitate the closing of the transaction, then all funds submitted for disbursement must be available for immediate withdrawal. Further, if the deletion of exception No. 5 is requested, the Company must provide escrow settlement and disbursement services. Recording Statutes require that all documents submitted for recording must contain a one inch margin along the top and a one-half inch margin along the sides and bottom of each page. The county clerk and recorder may reject any document that does not comply. Note: Effective August 1, 2004, most counties have indicated that they will start enforcing the above margin requirements and will reject any documents that do not comply. Recording Statutes require that all documents submitted for recording must contain a return address on the front page of every document being recorded. NOTE: A notation of the legal address of the purchasers, (not necessarily the same as the property address) must be included on the face of the deed to be recorded, pursuant to Colorado Revised Statutes. NOTE: A real property transfer declaration must accompany any conveyance document presented for recordation in the State of Colorado. Said declaration shall be completed and signed by either the grantor or grantee. D. The Company will require that an Owner s Affidavit be completed by the party(s) named below before the issuance of any policy of title insurance. Party(s): GGP-Foothills, L.L.C., a Colorado limited liability company The Company reserves the right to add additional items or make further requirements after review of the requested Affidavit. E. The Company will require an ALTA/ACSM LAND TITLE SURVEY. If the owner of the Land the subject of this transaction is in possession of a current ALTA/ACSM LAND TITLE SURVEY, the Company will require that said survey be submitted for review and approval; otherwise, a new survey, satisfactory to the Company, must be prepared by a licensed land surveyor and supplied to the Company prior to the close of escrow. The Company reserves the right to add additional items or make further requirements after review of the requested documentation. NOTE: The above requirement has been satisfied at this time. ALTA Commitment (Schedule B - 1)

9 SCHEDULE B - SECTION I REQUIREMENTS F. Recordation of Statement of Authority for GGP-Foothills, L.L.C., a Colorado limited liability company pursuant to Colorado Revised Statutes evidencing the existence of the entity and authority of the person(s) authorized to execute and deliver instruments affecting title to real property on behalf of the entity and containing other information required by Colorado Revised Statutes. G. Furnish for recordation a full release of deed of trust: Amount: $1,750,000, Trustor/Grantor: GGP-Foothills, L.L.C., a Colorado limited liability company Trustee: Public Trustee of Larimer County Beneficiary: Eurohypo AG Loan No.: Not Shown Recording Date: July 14, 2008 Recording No: Reception No Assignment of Leases and Rents recorded July 14, 2008 at Reception No and Asssignment of Assignmetn of Leases and Rents recorded July 21, 2009 at Reception No Assignment of Deed of Trust to US Bank recorded July 21, 2009 at Reception No Amendments to Deed of Trust recorded June 22, 2010 at Reception No and November 10, 2010 at Reception No H. Furnish for recordation a termination statement terminating the financing statement described below Debtor: GGP-Foothills, L.L.C., a Colorado limited liability company Secured Party: Eurohypo AG Recording Date: July 14, 2008 Recording No: Reception No I. Before issuing its policy of title insurance, the Company will require evidence, satisfactory to the Company, that the purchasing entity named herein Walton Foothills Investors, L.L.C., a Delaware limited liability company a) was duly formed in the State of Delaware and b) is now in good standing and authorized to do business in the state or country where the said limited liability company was formed J. Recordation of Statement of Authority for Walton Foothills Holdings VI, L.L.C., a Delaware limited liability company pursuant to Colorado Revised Statutes evidencing the existence of the entity and authority of the person(s) authorized to execute and deliver instruments affecting title to real property on behalf of the entity and containing other information required by Colorado Revised Statutes. K. Current Certified Rent Roll disclosing all current leases affect the land along with a signed statement thereon reflecting that there are no rights or options to purchase contained in any of said leases. This requirement is necessary to adhere to the purchasing entities requested verbiage on exception 7 on policy when issued. NOTE: UPON ALL REQUIREMENTS BEING MET STANDARD EXCEPTIONS 1-5 WILL BE DELETED FROM FINAL POLICY WHEN ISSUED; 6 WILL BE AMENDED TO REFLECT THE CURRENT TAX STATUS AT TIME OF CLOSING AND 7 WILL BE AMENDED TO READ: "Rights of tenants in possession, as tenants only, as shown on the rent roll attached here, such rights being for occupancy only, with no rights or options to purchase." ALTA Commitment (Schedule B - 1)

10 SCHEDULE B - SECTION I REQUIREMENTS L. In consideration of the issuance of ALTA Endorsement , the Company must receive a letter from the appropriate governing authority providing the following information with respect to the Land: 1) Zoning designation 2) Allowed uses 3) Parking requirements 4) Acknowledgment that the Land is in compliance with current zoning and/or referencing any known zoning violations. And, if there are any violations, addressing the variances which may have been granted in connection therewith. NOTE: The above requirement has been satisfied at this time. END OF SCHEDULE B - SECTION I ALTA Commitment (Schedule B - 1)

11 FIDELITY NATIONAL TITLE INSURANCE COMPANY SCHEDULE B - SECTION II EXCEPTIONS Commitment Number: F This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) that arise by reason of: 1. Any Facts, rights, interest, or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land. 2. Easements, liens or encumbrances, or claims thereof, not shown by the Public Record 3. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records. 4. Any lien, or right to a lien, for services, labor or material heretofore or hereafter furnished, imposed by law and not shown by the Public Records. 5. Defects, liens, encumbrances, adverse claims or other matters, if any, created, first appearing in the Public Records or attaching to the subsequent effective date hereof but prior to the date the proposed Insured acquires of record for value the estate or interest or mortgage thereon covered by the Commitment. 6. (a) Taxes or assessments that 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; (b) proceedings by a public agency that 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. 7. Any existing leases or tenancies, and any and all parties claiming by, through or under said lessees. 8. Reservation of right of proprietor of any penetrating vein or lode to extract or remove his ore, in U.S. Patent in Warranty Deed, dated March 9, 1883, recorded May 12, 1883, in Book 32 at Page 523, in the Recorder's Office in the County of Larimer, State of Colorado. (Affects All Parcels) 9. Easements as shown on the recorded Plats of Southmoor Village, Fifth Filing and amendments recorded May 11, 1972 at Reception No ; June 23, 1972 at Reception No and December 5, 1973 at Reception No , in the Recorder's Office in the County of Larimer, State of Colorado. (Affects Parcels I, II, III, IV, VI, VII and IX) 10. Right of way for the construction, operation, maintenance, control, repair and replacement of gas pipe lines through, over or across the NW ¼ of the SW ¼ of Section 25, Township 7 North, Range 69 West of the 6th P.M., 10 feet in width, being 5 feet on either side of the centerline, as granted to Public Service Company of Colorado by instrument, recorded December 19, 1958, in Book 1083 at Page 260, as Reception No , in the Recorder's Office in the County of Larimer, State of Colorado. (Affects Parcel III) 11. Right of Way Agreement for sewer line purposes 20 feet wide, by and between Everitt Enterprises, Inc., a Colorado corporation, and the City of Fort Collins, a municipal corporation, dated September 23, 1971, and recorded December 2, 1971, in Book 1484 at Page 960, as Reception Number 1441 and Right of Way Agreement for sewer line, by and between Everitt Enterprises, Inc., a Colorado corporation, and The City of Fort Collins, a municipal corporation, dated September 23, 1971, and recorded July 12, 1972, in Book 1511 at Page 762, as Reception Number 31313, both in the Recorder's Office in the County of Larimer, State of Colorado. (Affects Parcels IV, VI, VII and IX) 12. "Intentionally omitted." 13. "Intentionally omitted." ALTA Commitment (Schedule B - 2)

12 SCHEDULE B - SECTION II EXCEPTIONS 14. Terms, agreements, provisions, conditions, obligations, restrictions and easements and non exclusive easement and right of way, as contained in Amended Agreement by and between Everwest, a general partnership of Colorado, Sears, Roebuck, and Co., a New York corporation, and Colorado Investment Fund, Inc., a Colorado corporation, dated May 15, 1972, and recorded June 23, 1972, in Book 1509 at Page 316, as Reception Number in the Recorder's Office in the County of Larimer, State of Colorado. (Affects Parcels III, IV, VII and IX) 15. Terms, agreements, provisions, conditions and obligations as contained in Supplementary Agreement by and between Everwest, whose partners are Westcor Limited Partnership, an Arizona limited partnership, and Everitt Enterprises, Inc., a Colorado corporation, and The May Department Stores Company, a New York corporation, dated May 15, 1972, and recorded July 25, 1972, in Book 1513 at Page 533, as Reception Number 32459, and First Amendment of Supplementary Agreement recorded May 31, 1979, in Book 1956 at Page 932, both in the Recorder's Office in the County of Larimer, State of Colorado. (Affects Parcels IV, V, VI, VII, IX and X) 16. Easement for the Installation and Maintenance of a Column Supported Canopy by and between Everwest, a general partnership, and Sears, Roebuck and Co., a New York corporation, dated November 3, 1972, and recorded November 9, 1972, in Book 1528 at Page 960, as Reception No , in the Recorder's Office in the County of Larimer, State of Colorado. (Affects Parcel VI) 17. "Intentionally omitted." 18. "Intentionally omitted." 19. Grant of Easement for sign purposes by and between Everwest, a partnership of Colorado, and The May Department Stores Company, a New York corporation, and dated December 4, 1973, and recorded December 11, 1973, in Book 1582 at Page 84, as Reception Number in the Recorder's Office in the County of Larimer, State of Colorado. (Affects Parcel VI) 20. Grant of Easement for sign purposes by and between Everwest, a partnership of Colorado, to Sears, Roebuck and Co., a New York corporation, recorded December 11, 1973, in Book 1582 at Page 85, as Reception No , in the Recorder's Office in the County of Larimer, State of Colorado. (Affects Parcel VI) 21. Grant of Easement by and between Everwest, a partnership of Colorado, and Public Service Company of Colorado, for an underground pipeline and for the repair and maintenance of the same, dated December 4, 1973, and recorded December 11, 1973, in Book 1582 at Page 86, as Reception No in the Recorder's Office in the County of Larimer, State of Colorado. (Affects Parcel I) 22. Utility Easement for utility lines together with the right to enter upon said premises for the purposes described therein, by and between Everwest, a general partnership of Colorado, and Public Service Company of Colorado dated April 5, 1975, and recorded April 17, 1974, in Book 1597 at Page 244, as Reception No , in the Recorder's Office in the County of Larimer, State of Colorado. (Affects Parcel VI) 23. Grant of Easement for power conduit purposes by and between Sears, Roebuck and Co., a New York corporation, and the City of Fort Collins, a municipal corporation, recorded April 19, 1974, in Book 1597 at Page 634, at Reception No , in the Recorder's Office in the County of Larimer, State of Colorado. (Affects Parcel IX) 24. Easement for water utility line purposes and right of way in, upon, over and across the lands by and between Adcor Realty Corporation, a New York corporation, and the City of Fort Collins, a municipal corporation, recorded July 10, 1974, in Book 1610 at Page 373, as Reception Number 93739, in the Recorder's Office in the County of Larimer, State of Colorado. (Affects Parcel VI) ALTA Commitment (Schedule B - 2)

13 SCHEDULE B - SECTION II EXCEPTIONS 25. Right of way Easement for the right to construct, operate, maintain and remove such underground communication equipment and other facilities from time to time as grantee may require upon, over, under and across subject property by from HCI, Inc., to The Mountain States Telephone and Telegraph Company, a Colorado corporation, recorded May 9, 1975, in Book 1644 at Page 597, as Reception No , in the Recorder's Office in the County of Larimer, State of Colorado. (Affects Parcel IV) 26. Utility Easement to construct, operate and maintain utility lines together with the right to enter upon said premises for the purposes described therein, from HCI, Inc., to Public Service Company of Colorado, dated April 24, 1975, and recorded May 21, 1975, in Book 1646 at Page 54, as Reception No , in the Recorder's Office in the County of Larimer, State of Colorado. (Affects Parcels IV and VII) 27. "Intentionally omitted." 28. Terms, agreements, provisions, conditions and obligations as contained in Open Space Maintenance Covenant by and between Everwest, a general partnership of Colorado, consisting of Westcor Ltd., an Arizona partnership, and Everitt Enterprises, Inc., a Colorado corporation, the City of Fort Collins, a municipal corporation, dated April 14, 1978, and recorded November 21, 1978, in Book 1909 at Page 14, as Reception Number in the Recorder's Office in the County of Larimer, State of Colorado. (Affects Parcels III, IV, V, VI, VII, IX and X) 29. Terms, agreements, provisions, conditions, duties, restrictions, easements and obligations as contained in Amended Construction, Operation and Reciprocal Easement Agreement, by and between Sears, Roebuck and Co., a New York corporation, Adcor Realty Corporation, a New York corporation, The May Department Stores Company, a New York corporation and Everwest, a partnership, dated May 15, 1972, and as shown in Restatement of Amended Construction, Operation and Reciprocal Easement Agreement by and between Sears, Roebuck and Co., a New York corporation, Adcor Realty Corporation, a New York corporation, The May Department Stores Company, a New York corporation, J.C. Penney Properties, Inc., a Delaware corporation and Everwest, a general partnership, recorded May 31, 1979, in Book 1956 at Page 796, as Reception No and Amendment No. 1 to Restatement of Amended Construction, Operation and Reciprocal Easement Agreement by and between Sears Roebuck and Co., a New York corporation, Adcor Realty Corporation, a New York corporation, the May Department Stores Company, a New York corporation, and J.C. Penney Properties, a Delaware corporation and Everwest, a general partnership of Colorado, consisting of Westcor Ltd., an Arizona partnership, and Everitt Enterprises, Inc., a Colorado corporation, dated September 7, 1988, and recorded September 27, 1988, as Reception No , Amendment No. 2 to Restatement of Amended Construction, Operation and Reciprocal Easement Agreement by and between Sears, Roebuck and Co., a New York corporation, The May Department Stores Company, a New York corporation, J.C. Penney Properties, Inc., a Delaware corporation, Mervyn's, a California corporation, and Everwest, a Colorado general partnership, dated July 13, 1999, and recorded September 7, 1999, at Reception No , all in the Recorder's Office in the County of Larimer, State of Colorado. (Affects Parcels IV, V, VI, VII, IX, X) NOTE: Notice given pursuant to Section 24.2 of Restatement of Amended Construction, Operation and Reciprocal Easement Agreement by Connecticut General Life Insurance Company, a New York corporation, recorded August 5, 1998, at Reception No and Assignment recorded January 19, 2007 at Reception No and Notices recorded February 18, 1981 in Book 2103 at Page 481; September 7, 1988 at Reception No ; December 9, 2003 at Reception No and January 30, 2004 at Reception No , in the Recorder's Office in the County of Larimer, State of Colorado. 30. Utility Easement for utility line purposes from Everwest, a general partnership of Colorado, to Public Service Company of Colorado recorded October 9, 1979, in Book 1993 at Page 859, as Reception No in the Recorder's Office in the County of Larimer, State of Colorado. (Affects Parcel I) ALTA Commitment (Schedule B - 2)

14 SCHEDULE B - SECTION II EXCEPTIONS 31. Utility Easement for utility line purposes from J.C. Penney Properties, Inc., a Delaware corporation and Everwest, a general partnership of Colorado, to Public Service Company of Colorado, dated September 18, 1978, and recorded October 9, 1979, in Book 1993 at Page 862, as Reception No , in the Recorder's Office in the County of Larimer, State of Colorado. (Affects Parcel I and II) 32. Utility Easement for utility line purposes from Everwest, a general partnership of Colorado, to Public Service Company of Colorado, dated August 29, 1979, and recorded October 9, 1979, in Book 1993 at Page 860, Reception No in the Recorder's Office in the County of Larimer, State of Colorado. (Affects Parcel I and VI) 33. Agreement of Easement for Underground Utilities by and between J.C. Penney Properties, Inc., a Delaware corporation and Everwest, a general partnership of Colorado, and the City of Fort Collins, Colorado, dated August 28, 1979, and recorded October 15, 1979, in Book 1996 at Page 43, and Reception No , in the Recorder's Office in the County of Larimer, State of Colorado. (Affects Parcel I and VI) 34. Agreement of Easement for Underground Electrical Cable by and between Everwest, a general partnership of Colorado, and the City of Fort Collins, Colorado, a municipal corporation, dated September 11, 1979, and recorded October 15, 1979, in Book 1996 at Page 48, as Reception No , in the Recorder's Office in the County of Larimer, State of Colorado. (Affects Parcel VI) 35. "Intentionally omitted." 36. Easement for Construction and Maintenance of Power Line and right of way, for underground and/or overhead electric transmission line purposes together with all rights of ingress and egress to enter upon said premises for the purpose described therein, from Cimarron Associates, Ltd., a limited partnership, to the City of Fort Collins, a municipal corporation, recorded January 26, 1981, in Book 2099 at Page 1291, as Reception No , in the Recorder's Office in the County of Larimer, State of Colorado. (Affects Parcel VII) 37. Terms, agreements, provisions, conditions and obligations as contained in Agreement by and between E.E. Mitchell & Co., a Colorado corporation, and The Warren Lake Reservoir Company, recorded April 23, 1981, in Book 2113 at Page 115, as Reception No , in the Recorder's Office in the County of Larimer, State of Colorado. (Affects Parcels IV and VI) 38. "Intentionally omitted." 39. "Intentionally omitted." 40. Easements for utility lines across subject property for the benefit of remainder of Arena property, South and adjoining, as reserved in Amendment to Declaration of Easements, Covenants and Conditions, between Arena Associates Ltd., Financial Plaza Ltd., J. Chisholm Associates and Gerald Olesh, as Trustee of the Greene Children's Trusts for the benefit of Andrew J. Green, Stanley Canaan Green, John Kelly Green and Kathy Fae Conn, under agreement recorded July 6, 1984 in Book 2279, Page 1055, amendment dated June 30, 1987, and recorded September 2, 1987, as Reception No and Assignments recorded August 19, 1995 at Reception No and January 8, 2002 at Reception No. 2383, all in the Recorder's Office in the County of Larimer, State of Colorado. (Affects Parcels V, VI and VII) 41. Terms, agreements, provisions, conditions and obligations as contained in Cross-Easement Agreement by and between Arena Associates, Ltd., a limited partnership, and Everwest, a general partnership of Colorado, dated August 26, 1988, and recorded September 7, 1988, as Reception N , in the Recorder's Office in the County of Larimer, State of Colorado. (Affects Parcel VI) 42. "Intentionally omitted." 43. "Intentionally omitted." ALTA Commitment (Schedule B - 2)

15 SCHEDULE B - SECTION II EXCEPTIONS 44. Terms, agreements, provisions, conditions and obligations as contained in Development Agreement, dated July 6, 1988, as evidenced by Notice, recorded September 9, 1988, as Reception No , in the Recorder's Office in the County of Larimer, State of Colorado. 45. Easement for Construction and Maintenance of Public Utilities from Plaza Associates, Lt., a Colorado limited partnership, to the City of Fort Collins, a municipal corporation, for underground utilities and the right of entry defined therein, and recorded December 22, 1988, as Reception No , in the Recorder's Office in the County of Larimer, State of Colorado. (Affects Parcel IV) 46. Easement Dedication for general public use easement by Everwest, a Colorado general partnership, recorded December 21, 1989, as Reception No , in the Recorder's Office in the County of Larimer, State of Colorado. (Affects Parcel V) 47. Easement Dedication for general public use easement by Everwest, a Colorado general partnership, recorded December 21, 1989, as Reception No , in the Recorder's Office in the County of Larimer, State of Colorado. (Affects Parcel III and VI) 48. Cable television Right of Way and Easement Agreement between Everwest, a Colorado general partnership, and The World Company, d/b/a Columbia Cablevision, dated March 13, 1992, and recorded March 31, 1992, as Reception No , in the Recorder's Office in the County of Larimer, State of Colorado. (Affects Parcel III and Parcel VI) 49. "Intentionally omitted." 50. "Intentionally omitted." 51. Terms, agreements, provisions, conditions and obligations as contained in Site and Landscape Covenants from Everwest, a partnership and The May Department Stores Company, dated November 18, 1996, and recorded February 7, 1997, as Reception No , in the Recorder's Office in the County of Larimer, State of Colorado. (Affects Parcel III, Parcel VI, Parcel VII and Parcel X) 52. "Intentionally omitted." 53. "Intentionally omitted." 54. Intentionally omitted. 55. Access, utility and drainage easements, as shown on the recorded Plats of The Foothills Fashion Mall Expansion, recorded September 7, 1988 at Reception No and The Foothills Fashion Mall Foley's Expansion recorded February 2, 1997 at Reception No. 8164, in the Recorder's Office in the County of Larimer, State of Colorado. (Affects Parcels I, II, VI and IX) 56. Easements for ingress and egress to maintain landscaping and to repair and install sprinkler system and reservation of ownership of sprinkler system as contained in that certain Quit Claim Deed from James P. Johnson and Nancy B. Johnson to Everitt Enterprises, Inc., a Colorado corporation and Westcor Limited Partnership, an Arizona limited partnership, dated December 9, 2003, and recorded December 9, 2003, as Reception No , in the Recorder's Office in the County of Larimer, State of Colorado. 57. "Intentionally omitted." ALTA Commitment (Schedule B - 2)

16 SCHEDULE B - SECTION II EXCEPTIONS 58. Reservations made by the Union Pacific Railway Company in deed recorded January 30, 1886 in Book 47 at Page 115, providing substantially as follows: Reserving unto the company and its assigns all coal that may be found underneath surface of land herein described and the exclusive right to prospect and mine for same, also such right of way and other grounds as may appear necessary for proper working of any coal mines that may be developed upon said premises, and for transportation of coal from same; and any and all assignments thereof or interests therein. By instrument recorded April 14, 1971 in Book 1458 at Page 456, the Union Pacific Railway Company relinquished its rights to enter upon or damage the surface of the land. Request for Notification of Surface Development recorded May 20, 2002 at Reception No Terms, conditions, provisions, agreements and obligations contained in the Ordinance No. 130, 1979, of the Council of the City of Fort Collins recorded October 19, 1979 in Book 1997 at Page 754, Reception No "Intentionally omitted." 61. "Intentionally omitted." 62. "Intentionally omitted." 63. An easement for utility lines and incidental purposes granted to Public Service Company of Colorado by the instrument recorded February 23, 1989 at Reception No (Affects Parcel II) 64. Terms, conditions, provisions, agreements and obligations contained in the Easement for Construction and Maintenance of Public Utilities recorded July 11, 1989 at Reception No (Affects Parcel II) 65. "Intentionally omitted." 66. "Intentionally omitted." 67. "Intentionally omitted." 68. "Intentionally omitted." 69. "Intentionally omitted." 70. The following matters as disclosed by survey prepared by Farnsworth Group, Job No , dated April 30, 2012: (a) encroachment of improvements onto 10 foot utility easement as shown (Parcel II) (b) encroachment of improvements onto canal easement referred to in exception 9 herein (Parcel IV) (c) encroachment of improvements onto 10 foot electrical easements refereed to in exceptions 9 and 34 (Parcel VI) (d) encroachment of improvements onto 6 foot sanitary easement referred to in exception 9 (Parcel VI) (e) encroachment of improvements onto 10 foot utility easement refereed to in exception 30 (Parcel VI) (f) Intentionally deleted (g) set back violation as disclosed to the company (Parcel VI). (to be amended once further notated and described on amended survey) 71. Terms, conditions, provisions, agreements and obligations contained in the Development Agreement as set forth below: Recording Date: November 17, 2011 Recording No.: Reception No (affects Parcel VII) ALTA Commitment (Schedule B - 2)

17 SCHEDULE B - SECTION II EXCEPTIONS END OF SCHEDULE B - SECTION II ALTA Commitment (Schedule B - 2)

18 File No: FN-F FIDELITY NATIONAL TITLE INSURANCE COMPANY DISCLOSURE STATEMENT Pursuant to Section of Colorado Revised Statutes and Colorado Division of Insurance Regulation (Section 7), if the parties to the subject transaction request us to provide escrow-settlement and disbursement services to facilitate the closing of the transaction, then all funds submitted for disbursement must be available for immediate withdrawal. Colorado Division of Insurance Regulation 3-5-1, Paragraph G of Section 7, requires that "every title insurance company shall be responsible to the proposed insured(s) subject to the terms and conditions of the title insurance commitment, other than the effective date of the title insurance commitment, for all matters which appear of record prior to the time of recording whenever the title insurance company, or its agent, conducts the closing and settlement service that is in conjunction with its issuance of an owners policy of title insurance and is responsible for the recording and filing of legal documents resulting from the transaction which was closed." Provided that FIDELITY NATIONAL TITLE INSURANCE COMPANY conducts the closing of the insured transaction and is responsible for recording the legal documents from the transaction, exception No. 5 in Schedule B-2 will not appear in the Owner's Title Policy and Lender's Title Policy when issued. If the sales price of the subject property exceeds $100, the seller shall be required to comply with the Disclosure of Withholding Provisions of C.R.S (Nonresident Withholding). Section of Colorado Revised Statutes requires that a Real Property Transfer Declaration accompany any conveyance document presented for recordation in the State of Colorado. Said Declaration shall be completed and signed by either the grantor or grantee. Recording statutes contained in Section (3)(a) of the Colorado Revised Statutes require that all documents received for recording or filing in the clerk and recorder's office shall contain a top margin of at lease one inch and a left, right, and bottom margin of at least one-half of an inch. The clerk and recorder may refuse to record or file a document that does not conform to requirements of this paragraph. Section (2) of the Colorado Revised Statutes, 1973, requires that a notification of the purchasers legal address, (not necessarily the same as the property address) be included on the face of the deed to be recorded. Regulations of County Clerk and Recorder's offices require that all documents submitted for recording must contain a return address on the front page of every document being recorded. Pursuant to Section of the Colorado Revised Statutes, 1987 the Company is required to disclose the following information: m The subject property may be located in a special taxing district. m A Certificate of Taxes Due listing each taxing jurisdiction shall be obtained from the County Treasurer or the County Treasurer's authorized agent. m Information regarding special districts and the boundaries of such districts may be obtained from the Board of County Commissioners, the County Clerk and Recorder or the County Assessor. Pursuant to Section of the Colorado Revised Statutes, when it is determined that a mineral estate has been severed from the surface estate, the Company is required to disclose the following information: that there is recorded evidence that a mineral estate has been severed, leased, or otherwise conveyed from the surface estate and that there is a substantial likelihood that a third party holds some or all interest in oil, gas, other minerals, or geothermal energy in the property; and that such mineral estate may include the right to enter and use the property without the surface owner's permission. Note: Notwithstanding anything to the contrary in this Commitment, if the policy to be issued is other than an ALTA Owner's Policy (6/17/06), the policy may not contain an arbitration clause, or the terms of the arbitration clause may be different from those set forth in this Commitment. if the policy does contain an arbitration clause, and the Amount of Insurance is less than the amount, if any, set forth in the arbitration clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the parties. Disclosure Statement FDCO0305.rdw

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