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HomeMy WebLinkAboutDeed of TrustCertified to be a true and complete copy of the Eagle County, co 201303085 document recorded in my office: Teak J Simonton 02/19/2013 Teak Simonton, Clerk, Eagle County CO Pgs: 21 08:55:32 AM REC: $111.00 DOC: $0.00 by. C44& 4 ' Carla Kempton, Deputy Date /A/ f DEED OF TRUST T I DEED OF TRUST (the "Deed of Trust ") is given as of this '1" day ofY 3, by Borrower named below to the Public Trustee named below, for the use and benefit of Lender named below. ARTICLE 1. PARTIES, PROPERTY, AND DEFINITIONS The following terms and references shall have the meanings indicated: 1.1 Borrower: TIMBER RIDGE AFFORDABLE HOUSING CORPORATIO . Colorado nonprofit corporation with a legal address of 75 South Frontage Road, Vail, Cola 81657, Attention: Finance Director.` 1.2 Lender: TOWN OF VAIL, COLORADO, a Colorado munici l corporation with a legal address of 75 South Frontage Road, Vail, Colorado 81657. 1.3 Public Trustee: The Public Trustee ofthe County of Eagle, Colorado. 1.4 Note: The Promissory Note of even date herewith, executed by Borrower, payable to the order of Lender in the principal face amount of Eight Million Dollars 8,000,000). All terms and provisions of the Promissory Note are incorporated by reference in this Deed of Trust. 1.5 Real Property: The real property described in Exhibit A, attached hereto and incorporated herein by this reference, together with all right, title and interest of Borrower in the following: a) All improvements now or hereafter located on such real property and all easements and appurtenances thereto; b) The land lying within any street or roadway adjoining the real property; any vacated or hereafter vacated street or alley adjoining the real property; and any strips and gores adjoining the real property; c) The passages, waters, water rights, water courses, riparian rights, wells, well permits, water stock, other rights, liberties and privileges thereof or in any way now or hereafter appertaining to the real property, including homestead and any other claim at law or in equity, as well as any after- acquired title, franchise or license, and the reversion and reversions and remainder and remainders thereof; and d) All machinery, apparatus, equipment, fittings, fixtures (whether actually or constructively attached or incorporated, and including all trade, domestic, and ornamental fixtures) now or hereafter located in, upon, or under such real property or improvements and used or usable in connection with a present or future operation, including without limitation lighting, utility, and power equipment; engines; pipes; pumps; tanks; motors; conduits; utility systems, plumbing, lifting, cleaning, fire prevention, fire extinguishing, signage, heating, air - conditioning; communications; water heaters; ranges; furnaces; appliances, refrigerators, stoves; G g) Borrower's interest in any trade name used by Borrower and all contract rights, leases, concessions, trade names, trademarks, service marks, logos, operating systems, trade secrets, technology and technical information, copyrights, warranties, licenses, plans, drawings and other items of intangible personal property; and h) All other and greater rights and interests of every nature in such property and in the possession or use thereof and income therefrom, whether now owned or subsequently acquired by Borrower. 1.8 Inventory: All of Borrower's inventory, as defined in the Uniform Commercial Code of Colorado (the "Code "), whether now owned or hereafter acquired, whether whole goods, spare parts or components, supplies or materials, whether acquired, held or furnished for sale, for lease or under service contracts or for manufacture or processing, and wherever located. 1.9 Accounts: Every right of Borrower to the payment ofmoney, whether such right now exists or hereafter arises, whether such right arises out of a sale, lease or other disposition of goods or other property, out of a rendering of services, out of a loan, out of the overpayment of taxes or other liabilities, or otherwise arises under any contract or agreement, whether such right is created, generated or earned by Borrower or by some other person who subsequently transfers such person's interest to Borrower, whether such right is or is not already earned by performance, and howsoever such right to payment may be evidenced together with all other rights and interests (including all liens and security interests) which Borrower may have by law or agreement against any account debtor or other obligor obligated to make any such payment or against any property of such account debtor or other obligor. 1.10 Equipment: All of Borrower's equipment, as such term is defined in the Code, whether now owned or hereafter acquired, including without limitation machinery, furniture, fixtures, manufacturing equipment, shop equipment, office and recordkeeping equipment, parts, tools, supplies, and the goods described in any equipment schedule of list herewith or hereafter furnished to Lender by Borrower. 1.11 Intangibles: All of Borrower's general intangibles, as such term is defined in the Code, whether now owned or 'hereafter acquired, including without limitation all present and future patents, patents applications, copyrights, trademarks, trademark applications, service marks, service mark applications, licenses, software interests, intellectual property and property rights, trade names, trade secrets, customer or supplier lists and contracts, manuals, operating instructions, permits, franchises, insurance proceeds, the right to use Borrower's name, and the goodwill ofBorrower's business. 1.12 Investment Property: All of Borrower's investment property, as such term is defined in the Code, whether now owned or hereafter acquired, including but not limited to all securities, security entitlements, securities accounts, commodity contracts, commodity accounts, stock, bonds, mutual fund shares, money market shares and U.S. Governmentsecurities. 1.13 Leases: All residential leases currently in effect and any amendments, renewals, extensions, and replacements thereof, and any subsequent leases for space in the Improvements with other parties, and any amendments, renewals, extensions and replacements of such leases. 201303085 DEED OF TRUST THI DEED OF TRUST the "Deed of Trust "' is given as of this day of 0 3, by Borrower named below to the Public Trustee named below, for the use and benefit of Lender named below. ARTICLE 1. PARTIES, PROPERTY, AND DEFINITIONS The following terms and references shall have the meanings indicated: 1.1 Borrower: TIMBER RIDGE AFFORDABLE HOUSING CORPORATION, a Colorado nonprofit corporation with a legal address of 75 South Frontage Road, Vail, Colorado 81657, Attention: Finance Director. 1.2 Lender: TOWN OF VAIL, COLORADO, a Colorado municipal corporation with a legal address of75 South Frontage Road, Vail, Colorado 81657. 1.3 Public Trustee: The Public Trustee of the County of Eagle, Colorado. 1.4 Note: The Promissory Note of even date herewith, executed by Borrower, payable to the order of Lender in the principal face amount of Eight Million Dollars 8,000,000). All terms and provisions of the Promissory Note are incorporated by reference in this Deed ofTrust. 1.5 Real Property: The real property described in Exhibit A, attached hereto and incorporated herein by this reference, together with all right, title and interest of Borrower in the following: a) All improvements now or hereafter located on such real property and all easements and appurtenances thereto; b) The land lying within any street or roadway adjoining the real property; any vacated or hereafter vacated street or alley adjoining the real property; and any strips and gores adjoining the real property; c) The passages, waters, water rights, water courses, riparian rights, wells, well permits, water stock, other rights, liberties and privileges thereof or in any way now or hereafter appertaining to the real property, including homestead and any other claim at law or in equity, as well as any after- acquired title, franchise or license, and the reversion and reversions and remainder and remainders thereof; and d) All machinery, apparatus, equipment, fittings, fixtures (whether actually or constructively attached or incorporated, and including all trade, domestic, and ornamental fixtures) now or hereafter located in, upon, or under such real property or improvements and used or usable in connection with a present or future operation, including without limitation lighting, utility, and power equipment; engines; pipes; pumps; tanks; motors; conduits; utility systems, plumbing; lifting, cleaning, fire prevention, fire extinguishing, signage, heating, air - conditioning; communications; water heaters; ranges; furnaces; appliances,, refrigerators, stoves; 201303085 shades, awnings, screens, storm doors and windows; cabinets; rugs, carpets and draperies and all additions thereto and replacements therefor. 1.6 Chattels: All right, title and interest of Borrower in and to all goods, trade. fixtures, fixtures, inventory, furnishings, fittings, machinery, apparatus, equipment, building and other construction materials, supplies, and other tangible personal property of every nature now owned or hereafter acquired by Borrower and used, intended for use, or reasonably required in the development, construction, reconstruction, alteration, repair, or operation of the real property and any improvements or infrastructure located thereon, together with all accessions thereto, replacements and substitutions therefor, and proceeds thereof, including, without limitation, to the extent not deemed to be real property under this Deed of Trust, all apparatus, machinery, motors, elevators, fittings, equipment, and other furnishings and all plumbing, heating, lighting, cooking, laundry, ventilating, refrigerating, incinerating, air - conditioning and sprinkler equipment and fixtures and appurtenances thereto. 1.7 Intangible PersonaltX: All right, title and interest of Borrower in and to the following, with respect to the real property: a) Rents, iroyalties, income (including, without limitation, operating income), receipts, revenues, issues, and. profits of and from the use, operation, or enjoyment of such real property and improvements (collectively, the "Income "), whether such Income is attributable to the period, or is collected, prior to or subsequent to any default by Borrower; b) Plans and specifications for improvements on the real property; soil, environmental, engineering, land planning maps, surveys and other studies and reports concerning the real property or prepared for the orderly planning and development of the real property, including all plans, drawings and studies concerning the platting or replatting of the real property; all contracts and subcontracts relating to such improvements; c) Awards and payments, including interest thereon, resulting from the exercise of any right of eminent domain or any other public or private taking of, casualty or injury to, or decrease in the value of, any of such real property, including without limitation all property insurance payments, proceeds and policies related to such real property; d) Licenses, permits, franchises, and other entitlements to use and all rights thereto which have been issued by or which are pending before any governmental or quasi governmental agency which are necessary or appropriate for the Property; e) Accounts, accounts receivable, escrow accounts, monies, claims, causes of action, rights to payment, prepaid insurance, contracts rights, refunds and rebates, maintenance warranties, down payments, deposits, general intangibles and insurance proceeds; f) Water taps, sewer taps, building permits, curb cut permits, storm water discharge permits, refunds, rebates or deposits due or to become due from any utility companies or Governmental Entity; 2 112912013 C. WSERSVCAMPIAPPDATAILOCALIMICROSOFTIWINDOWSITEMPORARY INTERNETFILESICONTENT .OUTLOOKITYYRHF061TRANC DOT -1.DOC 201303085 g) Borrower's interest in any trade name used by Borrower and all contract rights, leases, concessions, trade names, trademarks, service marks, logos, operating systems, trade secrets, technology and technical information, copyrights, warranties, licenses, plans, drawings and other items of intangible personal property; and h) All other and greater rights and interests of every nature in such property and in the possession or use thereof and income therefrom, whether now owned or subsequently acquired by Borrower. 1.8 Inventory: All of Borrower's inventory, as defined in the Uniform Commercial Code of Colorado (the "Code "), whether now owned or hereafter acquired, whether whole goods, spare parts or components, supplies or materials, whether acquired, held or furnished for sale, forlease or under service contracts or for manufacture or processing, and wherever located. 1.9 Accounts: Every right of Borrower to the payment of money, whether such right now exists or hereafter arises, whether such right arises out of a sale, lease or other disposition of goods or other property, out of a rendering of services, out of a loan, out of the overpayment of taxes or other liabilities, or otherwise arises under any contract or agreement, whether such right is created, generated or earned by Borrower or by some other, person who subsequently transfers such person's interest to Borrower, whether such right is or is not already earned by performance, and howsoever such right to payment may be evidenced together with all other rights and interests (including all liens and security interests) which Borrower may have by law or agreement against any account debtor or other obligor obligated to make any such payment or against any property of such account debtor or other obligor. 1.10 Equipment: All of Borrower's equipment, as such term is defined in the Code, whether now owned or hereafter acquired, including without limitation machinery, furniture, fixtures, manufacturing equipment, shop equipment, office and recordkeeping equipment, parts, tools, supplies, and the goods described in any equipment schedule of list herewith or hereafter furnished to Lender by Borrower. 1.11 Intangibles: All of Borrower's general intangibles, as such term is defined in the Code, whether now owned or hereafter acquired, including without limitation all present and future patents, patents applications, copyrights, trademarks, trademark applications, service marks, service mark applications, licenses, software interests, intellectual property and property rights, trade names, trade secrets, customer or supplier lists and contracts, manuals, operating instructions, permits, franchises, insurance proceeds, the right to use Borrower's name, and the goodwill of Borrower's business. 1.12 Investment Property: All of Borrower's investment property, as such term is defined in the Code, whether now owned or hereafter acquired, including but not limited to all securities, security entitlements, securities accounts, commodity contracts, commodity accounts, stock, bonds, mutual fund shares, money market shares and U.S. Government securities. 1.13 Leases: All residential leases currently in effect and any amendments, renewals, extensions, and replacements thereof, and any subsequent leases for space in the Improvements with other parties, and any amendments, renewals, extensions and replacements of such leases. 201303085 1.14 Property: The real property, the Chattels, the Intangible Personalty, Inventory, Accounts, Equipment, General Intangibles, Investment Property, and Leases together with all substitutions and replacements for and products of any of the foregoing and, in the case of all tangible property, together with all accessions and (i) accessories, attachments, parts, equipment and repairs now or hereafter attached or affixed to or used in connection with any such goods, and (ii) warehouse receipts, bills of lading and other documents of title now or hereafter covering such goods, are collectively called the "Property." The enumeration of specific articles of the Property shall not exclude any items of property not specifically mentioned. All of the Real Property, Chattels, Intangible Personalty, Inventory, Accounts and Other Rights to Payment, Equipment, General Intangibles, Investment Property, and Leases, whether affixed or not, and all rights hereby conveyed and mortgaged are intended to be as a unit and are hereby understood to be appropriated to the use of the real estate, and shall for purposes of this Deed of Trust be deemed to be real estate and conveyed and mortgaged hereby. Any capitalized terms not otherwise defined herein shall have the meaning provided in Article 9 of the Code. 1.15 Secured Obligations: The Property is granted and shall be held for the purpose of securing ( "Secured Obligations "): a) The payment of the indebtedness as evidenced in the Note; b) The performance and observance of all terms, covenants, conditions, and provisions to be performed or observed by Borrower pursuant to the terms of (i) this Deed of Trust; and (ii) any and all pledge or other security agreements, reimbursement and/or disbursement agreements, supplemental agreements, assignments, side letters, as amended; and terms hereof. c) The payment of all sums expended or advanced by Lender pursuant to the ARTICLE 2. GRANTING CLAUSE 2. 1 Grant to Public Trustee. As security for the Secured Obligations, Borrower hereby grants, bargains, sells, and conveys the Property to Public Trustee, in trust forever, with power of sale, for the use and benefit of Lender, and subject to all provisions hereof. 2.2 Security Interest. As additional security for the Secured Obligations, Borrower grants to Lender a security interest in the Chattels and the Intangible Personalty and in such of the Real Property as may be deemed personalty (collectively, the "Collateral "). To the extent any of the Collateral has been acquired with funds advanced by Lender under the Loan Documents, this security interest is a purchase money security interest. This Deed of Trust constitutes a Security Agreement under the Code with respect to any part of the Property and Collateral that may be deemed personal property, fixtures or property other than real estate; all of the terms contained in this Deed of Trust pertain and apply to the Collateral to the same extent as to any other property comprising the Property, and the following provisions shall not limit the applicability of any other provision of this Deed of Trust, but shall be in addition thereto: a) The Collateral shall be used by Borrower solely for business purposes, being installed upon or owned in connection with the real estate comprising part of the Property 4 1/29/2013 C: I USERSUCA.MPIAPPDATAILOCALV41CROSOF7iW /NDOWSITEMPORARY INTERNETFILESICONTENT.OUTLOOKITYYRHFO6lTRAHC DOT -I.DOC 201303085 for Borrower's own use or as the equipment and furnishings furnished by Borrower, as owner, to tenants of the Property; b) Subject to the provisions of Section 5.5 below, the Chattels shall be kept at the real property and shall not be removed therefrom without the consent of Lender and the Chattels may be affixed to such real property but shall not be affixed to any other real property; c) No financing statement covering the Collateral or any proceeds thereof is on file in any public office; and Borrower will, at its cost and expense, upon demand, furnish to Lender such further information and will execute and deliver to Lender such financing statements and other documents in form satisfactory to Lender and will do all such acts as Lender may reasonably request or as may be necessary to establish and maintain a perfected security interest in the Collateral as security for the Secured Obligations, subject to no adverse liens or encumbrances; and Borrower shall pay the cost of filing the same or filing or recording such financing statements or other documents and this instrument in all public offices where filing or recording is deemed by Lender to be necessary or desirable; d) The provisions of this section and in Section 7.5 hereof shall, unless the context otherwise requires, have the meanings and be construed as provided in the Code; and e) This Deed of Trust constitutes a security agreement and financing statement under the Code with respect to the Collateral. As such, this Deed of Trust covers all items of the Collateral that are personal property including all items which are to become fixtures. Borrower is the "Debtor" and Lender is the "Secured Party" (as those terms are defined and used in the Code) insofar as this Deed of Trust constitutes a financing statement. f) Lender may, to the extent permitted by applicable law, prepare and file financing statements, amendments thereto, and continuation statements without the signature of Borrower. ARTICLE 3. BORROWER'S TITLE AND AUTHORITY 3.1 Warranty of Title. Borrower represents and warrants to Lender that Borrower has good and marketable title to the Property in fee simple absolute, subject only to the lien of general taxes for the current year, payable the following year and the permitted exceptions set forth in the most recent title commitment for the real property. Borrower further represents and warrants to Lender that Borrower is the absolute owner of the Collateral, free of any liens, encumbrances, security interests, and other claims whatsoever, except insofar as the Collateral may be encumbered by the lien of general taxes for the current year, payable the following year. Borrower, for itself and its successors and assigns, hereby agrees to warrant and forever defend, all and singular, all of the Property and property interest granted and conveyed in trust pursuant to this Deed of Trust, against every person claiming the same or any part thereof, subject to the Permitted Exceptions. These warranties shall survive foreclosure of this Deed of Trust, and shall inure to the benefit of and be enforceable by any person who may acquire title to the Property or the Collateral pursuant to any such foreclosure. 201303085 3.2 Waiver of Exemptions. To the extent permitted by law, Borrower hereby waives all rights to any homestead or other exemption to which Borrower would otherwise be entitled under any present or future constitutional, statutory, or other applicable state or federal law. 3.3 Due Authorization. If Borrower is other than a natural person, then each individual who. executes this document on behalf of Borrower represents and warrants to Lender that such execution has been duly authorized by all necessary action on the part of Borrower. ARTICLE 4. BORROWER'S AFFIRMATIVE COVENANTS 4.1 Payment of Note. Borrower will pay all principal, interest, and other sums payable under the Note, this Deed of Trust and each of the other Loan Documents, on the date when such payments are due, without notice or demand. 4.2 Performance of Other Obligations. Borrower will promptly and strictly perform and comply with all other covenants, conditions, and prohibitions required of Borrower by the terms ofthe Loan Documents. 4.3 Other Encumbrances. Borrower shall comply with all covenants, conditions, and prohibitions required of Borrower in connection with any other encumbrance affecting the Property or the Collateral, or any part thereof, or any interest therein, regardless of whether such other encumbrance is superior or subordinate to the lien hereof. 4.4 Payment of Taxes. a) Property Taxes. Borrower will pay, before delinquency, all taxes and assessments, including without limitation, general and special taxes (collectively, the Impositions "), which may be levied or imposed at any time against Borrower's interest and estate in the Property or the Collateral. Within 10 days after request by Lender, Borrower shall deliver to Lender an official receipt for such payment. b) Intangible Taxes. If by reason of any statutory or constitutional amendment or judicial decision adopted or rendered after the date hereof, any tax, assessment, or similar charge is imposed against the Note, against Lender arising directly from Lender's interests in the Loan Documents (other than a tax based on Lender's income), or against any security interest of Lender in the Property, Borrower shall pay such tax, assessment, or other charge before delinquency and shall indemnify Lender against all loss, expense, or diminution of income in connection therewith. If Borrower is unable to do so, either for economic reasons or because of applicable law. then the Note will, at Lender's option, become due and payable in full upon 90 days' notice to Borrower. c) Right to Contest. Borrower will not be deemed to be in default solely by reason of Borrower's failure to pay,any Impositions so long as, in Lender's judgment, each of the following conditions is satisfied: (1) Borrower is engaged in and diligently pursuing in good faith administrative or judicial proceedings appropriate to contest the validity or amount of such Impositions; and nonpayment of such Impositions will not result in the loss or forfeiture of any Property encumbered hereby or any interest of Lender therein. If Lender determines that any 6 19/10/3 C: IUSERSUCAMPAPPDATAILOCALiMICROSOF7lW /NDOWSI TEhfPORARY INTERNET FILESICONTENT.OUTLOOKITYYRHFO6ITRAHC DOT -I.DOC 201303085 one or more of such conditions is not satisfied or is no longer satisfied, Borrower will pay the Impositions in question, together with any interest and penalties thereon, within 10 days after Lender gives notice of such determination. 4.5 Insurance. Borrower shall acquire and maintain insurance to keep the improvements now existing or hereafter erected on the Property insured against loss by fire or hazards in an amount at least equal to the lesser of. the insurable value of the property; or an amount sufficient to pay the sums secured by this Deed of Trust. The insurance carrier shall be qualified to write Property Insurance in Colorado and shall be chosen mutually by Borrower and Lender. Lender shall have the right to hold the policies and renewals thereof. a) Renewal. Not less than 15 days prior to the expiration date of each insurance policy required herein, Borrower shall deliver to Lender a copy of a renewal policy, together with evidence satisfactory to Lender that the applicable premium has been prepaid. b) Application of Proceeds. Insurance proceeds shall be applied to restoration or repair of the Property damaged, if economically feasible and the security ofthis Deed of Trust is not thereby impaired. If such restoration or repair is not economically feasible or if the security of this Deed of Trust would be impaired, the insurance proceeds shall be applied to the sums secured by this Deed of Trust, with the excess, if any, paid to Borrower. If the Property is abandoned by Borrower, or if Borrower fails to respond to Lender within 30 days from the date of notice that the insurance carrier offers to settle a claim, Lender may collect and apply the insurance proceeds either to restoration or repair of the Property or to the sums secured by this Deed of Trust. Any such application shall not extend or postpone the due date of the installment payments due under the Note. If the Property is acquired by Lender, all right, title and interest of Borrower in any insurance policies and the proceeds thereof resulting from damage to the Property prior to the sale or acquisition shall pass to Lender to the extent of the sums secured by this Deed of Trust immediately prior to such sale or acquisition. c) Successor's Rights. A person who acquires title to the Property or the Collateral upon foreclosure will succeed to all of Borrower's rights under all policies of insurance, including without limitation all rights to all claims under all such insurance policies. 4.6 Maintenance and Repair. Borrower shall maintain the Property and the Collateral in good condition and repair, and shall diligently prosecute the completion of any infrastructure, building or other improvement which is in construction on the Property in full compliance with all applicable law. All associated costs and expenses shall be paid by Borrower, whether or not the proceeds of any insurance or eminent domain are sufficient therefor. Lender may enter and inspect the Property and Collateral at all reasonable times. 4.7 Performance of Lease Obligations. Borrower shall perform promptly all of Borrower's obligations under or in connection with the Leases. 4.8. Recertified Appraisal. If required by Lender, Borrower shall provide a recertified appraisal within thirty (30) days of Lender's request. 4.9 Management. Borrower will provide and maintain good and efficient management of the Property satisfactory to Lender. Borrower shall obtain Lender's advance 201303085 written approval of any changes in management provided, and of any contract therefor or assignment thereof which written approval shall not be unreasonably withheld. 4.10 Condemnation. Borrower hereby assigns, transfers and sets over unto Lender the entire proceeds of any award or any claim for damages for any of the Property taken or damaged under the power of eminent domain or by condemnation. 4.11 Mechanics' Liens. Borrower shall keep the Property free and clear of all liens and claims by contractors, subcontractors, mechanics, laborers and materialmen, and subject to the right of Borrower to (i) contest such liens in good faith and by appropriate proceedings promptly initiated and diligently conducted, or (ii) to post a bond or cash to have such lien released from the Property in accordance with the provisions of C.R.S. § 38 -22 -121. 4.12 Defense of Actions. Borrower shall defend, at Borrower's expense, any action, proceeding or claim which affects the Property any interest of Lender in such Property, and shall indemnify and hold Lender harmless from all loss, damage, cost, or expense, including reasonable attorney fees, which Lender may incur in connection therewith. 4.13 Inventories; Assembly of Chattels. Borrower shall, at Lender's request, supply Lender with a current inventory of the Chattels. Upon the occurrence of any Event of Default hereunder, Borrower will, at Lender's request assemble the Chattels and make the Chattels available to Lender at the Property. 4.14 Parking. Borrower shall maintain at all times sufficient parking spaces to comply with the parking requirements of all Leases, zoning and other regulations affecting the Property. 4.15 Reports. Borrower, at Borrower's expense, shall furnish to Lender the financial and other reports requested by Lender. ARTICLE 5. BORROWER'S NEGATIVE COVENANTS 5.1 Waste. Borrower shall not commit or permit any waste with respect to the Property or the Collateral. 5.2 Zoning and Covenants. Borrower shall not initiate, join in, or consent to any change in any zoning ordinance or classification for the Property, any change in any private restrictive covenant, or any change in any other public or private restriction limiting or defining the uses which may be made of the Property, without the express written consent of Lender. If under applicable zoning provisions the use of all or any part of the Property is or becomes a nonconforming use, Borrower will not cause such use to be discontinued or abandoned without the express written consent of Lender. 5.3 Disposition. There shall be no sale, lease (except for Leases subordinate to this Deed of Trust), exchange, assignment, conveyance, encumbrance, mortgage, alienation, transfer or other disposition (collectively a "Disposition ") of (a) any portion of the Property or any lease thereof (or any interest therein) which gives the lessee any option to purchase the Property or any part thereof, or (b) any part of the legal or beneficial ownership interest or management control 8 1/29/2013 C: IUSERSUCAMPIAPPDATAILOCALIMICROSOFT !WINDOWYTEMPORARY INTERNETFILES 'CONTENT.OUTLOOKiTHRNF06{TRAHC DOT -LDOC 201303085 in Borrower, without Lender's prior written consent. In the event of a Disposition without Lender's consent, then Lender may accelerate the maturity of the Note and enforce any and all of Lender's rights, remedies and resources set forth in this Deed ofTrust upon the occurrence of an Event of Default. Lender may arbitrarily withhold, at its sole option, its consent to any Disposition. Lender's failure to respond or otherwise consent within such 30 day period shall be deemed a denial of the request for approval. 5.4 Further Encumbrances. Borrower shall not create, place or permit to be created or placed or allow to remain against the Property any mortgage or deed of trust, regardless of whether the same is expressly subordinate to the liens and security interests imposed hereby or by any other instruments securing the Secured Obligations and Borrower shall not encumber the Property without the prior written consent of Lender. Borrower shall not create or permit any junior lien, security interest or other encumbrance against the Collateral without the prior written consent of Lender. 5.5 Transfer or Removal of Chattels. Borrower will not sell, transfer or remove from the Property all or any material part of the Chattels, unless the items sold, transferred, or removed are simultaneously replaced with similar items of equal or greater value. 5.6 Change of Name. Borrower will not change the name under which Borrower does business, or adopt, or begin doing business under any other name or assumed or trade name, without first notifying Lender of Borrower's intention to do so and delivering to Lender such executed modifications or supplements of this Deed of Trust (and to any financing statement which may be filed in connection herewith) as Lender may require. 5.7 Improper Use of Property or Collateral. Borrower will not use the Property or the Collateral for any purpose or in any manner, or take any action with respect to the Property which violates any applicable law, ordinance, or other governmental requirement, the requirements or conditions of any insurance policy, or any private covenant. ARTICLE 6. EVENTS OF DEFAULT Subject to all applicable cure periods, each of the following events will constitute a default (an "Event of Default ") under this Deed of Trust and under each of the other Loan Documents: 6.l Failure to Pay. Subject to the applicable cure provisions, Default is made in the payment of any installment of principal or interest on the Note or any of the other Loan Documents when due. 6.2 Voluntary Bankruptcy. Borrower files a voluntary petition in bankruptcy or is adjudicated a bankrupt or insolvent, or files any petition or answer seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief for itself under any present or future federal, state, or other statute, law, or regulation relating to bankruptcy, insolvency, or other relief for debtors or seeks or consents to the appointment of any trustee, receiver, or liquidator of Borrower or of all or any part of the Property, or of any or all of the royalties, revenues, rents, issues, or profits thereof, or makes any general assignment for the benefit of creditors, or admits in writing its inability to pay its debts generally. 201303085 6.3 Involuntary Bankruptcy. A court of competent jurisdiction enters an order under any applicable law relating to bankruptcy, insolvency, or other relief for debtors, and such order, judgment, or decree remains unvacated and unstayed for an aggregate of 60 days from the first date of entry thereof; or any trustee, receiver, or liquidator of Borrower or of all or any part of the Property, or of any or all of the royalties, revenues, rents, issues, or profits thereof, is appointed without the consent or acquiescence of Borrower and such appointment remains unvacated and unstayed for an aggregate of 90 days. 6.4 Judgment. A writ of execution or attachment or any similar process is issued or levied against the Property or a material part of the Collateral, or any judgment involving monetary damages in excess of $10,000 is entered against Borrower which is a lien on the Property and such execution, attachment, or similar process or judgment is not released, bonded, satisfied, vacated, or stayed within 60 days after its entry or levy. 6.5 Superior Lien. The assertion of any claim of priority over this Deed of Trust, by title, lien, or otherwise in any proceeding, unless such assertion be withdrawn, or effective action satisfactory to Lender commenced and diligently prosecuted and Lender is secured against any loss or damage therefrom, within 30 days of the assertion of such claim. 6.6 Abandonment. The actual or constructive abandonment of the Property or the Collateral (such abandonment constituting an assignment to Lender, at Lender's option, of Borrower's interest in any lease or contract now or hereafter affecting the abandoned property.). 6.7 Valid First Lien. The failure of Lender to have a valid first lien against the Property and Collateral as to all advances made pursuant to the Note, this Deed of Trust, or any of the other Loan Documents, and determined by Lender in its reasonable discretion. 6.8 Breach. Borrower's failure to keep, observe, perform, carry out, and execute in every material respect the covenants, agreements, obligations, and conditions (other than those set out in Sections 6.1 through 6.7, above) in this Deed of Trust, the Note or the Loan Documents, unless such failure is cured to Lender's satisfaction following written notice. Such notice shall be titled "Notice of Default" and shall specify the default and, if curable, the time for cure of such default set forth in the Loan Documents, and if no time for cure is specified in the Loan Documents, the time for cure shall be 30 days. ARTICLE 7. LENDER'S REMEDIES Upon an Event of Default, Lender may exercise any remedy available at law or in equity, including but not limited to those listed below and those listed in the Loan Documents, in such sequence or combination as Lender may determine in Lender's sole discretion: 7.1 Performance of Defaulted Obligation . Lender may make any payment or perform any other obligation under the Loan Documents which Borrower has failed to make or perform, and Borrower hereby irrevocably appoints Lender as the true and lawful attorney -in- fact for Borrower to make any such payment and perform any such obligation in the name of Borrower, which appointment is coupled with Lender's interest in the Property and the Collateral. All expenses (including reasonable attorney fees) incurred by Lender in this 10 1/2912013 C:1 USERSUCAMPUPPDATAILOCALWICROSOF7IWINDOWISI TEMPORARY IN "TERNETFILESICONTENT :OU7LOOKITYMFOMTRAHC DOT - I.DOC 201303085 connection, together with interest thereon at the Default Rate, as set forth in the Note, from the date paid or incurred until repaid, will be part of the Secured Obligations and will be immediately due and payable by Borrower to Lender. 7.2 Specific Performance and Injunctive Relief. Notwithstanding the availability of legal - remedies, Lender will be entitled to obtain specific performance, mandatory or prohibitory injunctive relief, or other equitable relief requiring Borrower to cure or refrain from repeating any default. 7.3 Acceleration. Lender may, without notice or demand, declare all of the Secured Obligations immediately due and payable in full. 7.4 Possession. Lender may enter and take possession of the Property without seeking or obtaining the appointment of a receiver, may employ a managing agent for the Property, and may complete any development and construction mutually agreed to by Borrower and Lender, either in Lender's name or in Borrower's name. 7.5 Security Interests. Lender may exercise all rights of a secured party under the Code with respect to the Collateral, including but not limited to taking possession of, holding, and selling the Collateral and enforcing or otherwise realizing upon any accounts and general intangibles. Any requirement for reasonable notice of the time and place of any public sale, or of the time after which any private sale or other disposition is to be made, will be satisfied by Lender's giving of such notice to Borrower at least 15 days prior to the time of any public sale or the time after which any private sale or other intended disposition is to be made. If permitted by statute or court decision, the Collateral may be sold by the Public Trustee as part of the foreclosure sale of the Property. 7.6 Foreclosure. Lender may foreclose this Deed of Trust, insofar as it encumbers the Property, either by judicial action or through a public trustee foreclosure sale through the Public Trustee in the manner provided by statute. a) If this Deed of Trust encumbers more than one parcel of real estate, foreclosure may be by separate parcel or lot or en masse, as Lender may elect in its sole discretion. Foreclosure through the Public Trustee will be initiated by Lender's filing of its notice of election and demand for sale with Public Trustee. Upon the filing of such notice and demand, Public Trustee shall promptly comply with all legal requirements for such sales, and shall give four weeks' public notice of the time and place of such sale by advertisement weekly five times in some newspaper of general circulation then published in Eagle County. b) All fees, costs and expenses incurred by the Public Trustee or Lender in connection with foreclosure, including without limitation appraisal costs, engineering or environmental testing and evaluation costs, costs of receivership, attorney fees, and costs of procuring abstracts of title, title searches, title insurance policies, and similar data with respect to title as Lender deems reasonably necessary, shall constitute a part of the Secured Obligations and may be included as part of the amount owing from Borrower to Lender at any foreclosure sale. All such expenses and expenses incurred in the protection of the Property and the maintenance of the lien of this Deed of Trust, including reasonable attorney fees, including probate, 201303085 bankruptcy proceedings, proceedings to obtain a receiver, or in preparation for the commencement or defense of any proceeding or threatened suit or proceeding, shall be immediately due and payable by Borrower, with interest thereon at the Default Rate, and shall be secured by this Deed of Trust. c) The proceeds of a foreclosure sale shall be applied first to the fees and expenses of the officer conducting the sale, and then to the reduction or discharge of the Secured Obligations; any surplus remaining shall be paid to Borrower. d) At the conclusion of any foreclosure sale, the officer conducting the sale shall execute and deliver to the purchaser at the sale a certificate of purchase describing the property sold and stating that upon the expiration of the applicable redemption periods, the holder of such certificate will be entitled to a deed to the property described in the certificate. After the expiration of all applicable redemption periods, unless the property has been redeemed by Borrower, the officer shall, upon request, execute and deliver an appropriate deed to the holder ofthe certificate of purchase or the last certificate of redemption, as the case may be. e) Nothing in this section shall be deemed to contradict or add to the requirements of Colorado law, and any such inconsistency shall be resolved in favor of Colorado law applicable at the time of foreclosure. 7.7 Appointment of Receiver. Lender shall be entitled, as a matter of absolute right, to the appointment of a receiver for the Property, the Leases, and the Rents and Revenues upon ex parte application to any court of competent jurisdiction. Borrower hereby waives any right to any hearing or notice of hearing prior to the appointment of a receiver. 7.8 Repairs, Improvements. Should any part of the Property come into the possession of Lender or a receiver, after an Event of Default, Lender or the receiver and receiver's agents shall be empowered: a) To take possession of the Property, Leases, Rents and Revenues and any business conducted by Borrower or any other person thereon and any business assets used in connection therewith and any Property in which Lender has a security interest granted by Borrower and, if the receiver deems it appropriate, to operate the same; b) To exclude Borrower and Borrower's agents, servants, and employees from the Property; c) With or without taking possession of the Property, to collect the Rents and Revenues, including those past due and unpaid and security deposits; d) To rent, lease or let all or any portion of the Property to any party or parties at such rental and upon such terms as Lender shall, and to pay any leasing or rental commissions associated therewith in its discretion, determine; e) To continue the development, marketing and sale of the Property or any portion thereof; 12 29:2013 C: IUSERSUCAMPW PPDATAILOCALIMICROSOF7I WINDOWSITEiVfPORARY INTERNETFILESICONTENTOUTLOOKITYYRHF061TRAHC DOT -I.DOC 201303085 f) To complete any construction or development which may be in progress; g) To do such maintenance and make such repairs and alterations as the receiver deems necessary. h) To use all stores of materials, supplies and maintenance equipment on the Property and to replace and replenish such items at the expense of the receivership estate. i) To pay the operating expenses of the Property, including costs of management and leasing or marketing thereof (which shall include lease commissions, sale commissions), payments under contracts and agreements for development and construction; 0) To pay all taxes and assessments against the Property and any property which is collateral for the Secured Obligations, all premiums for insurance thereon, all utility and other operating expenses, and all sums due under any prior or subsequent encumbrance; k) To borrow from Lender such funds as may be reasonably necessary to the effective exercise of the receiver's powers, on such terms as may be agreed upon by the receiver and Lender, but not in excess of the Default Rate under the Note; and 1) To do anything that Borrower could legally do if Borrower were in possession of the Property. All expenses incurred by the receiver shall constitute part of the Secured Obligations. Revenues collected by the receiver shall be applied first to the expenses of the receivership (including reasonable attorney fees incurred by the receiver and by Lender), to expenses of the Property, and to preserve, protect, maintain and operate the Property and any other collateral which is security for the Secured Obligations, and the balance shall be applied toward the Secured Obligations or any deficiency which results from any foreclosure sale. Unless sooner terminated with Lender's consent, any such receivership will continue until all amounts remaining due under the Note have been discharged in full, or until title to the Property has passed and all applicable periods of redemption have expired, and the court has discharged the receiver. Borrower covenants to promptly reimburse and pay to Lender or such receiver the amount of all reasonable expenses incurred by Lender or such receiver in connection with its custody, preservation, use or operation of the Property, together with interest thereon from the date incurred by Lender or such receiver at the Default Rate and all such expenses, costs, taxes, interest, and other charges shall be part of the Secured Obligations. However, the risk of accidental loss or damage to the Property is undertaken by Borrower and Lender or such receiver shall have no liability for decline in value of the Property, for failure to obtain or maintain insurance, or for failure to determine whether any insurance ever in force is adequate as to amount or as to the risks insured, or to complete development. 7.9 Further Assurances. Upon issuance of a deed pursuant to foreclosure, all right, title and interest of Borrower in and to the Leases shall thereupon vest in and become the absolute property of the grantee in such deed without any further act or assignment by Borrower. Borrower agrees to execute all instruments of assignment or further assurance in favor of such grantee in such deed, as necessary or desirable, but nothing herein shall prevent Lender from terminating any subordinated Lease not approved by Lender through such foreclosure. 201303085 ARTICLE 8. ASSIGNMENT OF RENTS AND REVENUES 8.1 Assignment of Rents and Revenues. Borrower hereby sells, assigns and transfers to Lender all rents, issues, profits, revenue, and income now due and which may hereafter become due by virtue of any Leases, tenancies or agreements for occupancy (collectively "Rents and Revenues "), whether written or verbal, or of any agreement for the sale, use or occupancy of the Property or any part thereof, and all proceeds from, evidence of, and benefits and advantages to be derived therefrom, now or hereafter existing, whether or not with Lender's approval. Borrower hereby appoints irrevocably Lender its true and lawful attorney in its name (with or without taking possession of the Property) to rent, lease or let any improvements located on the Property, and to collect all of said Rents and Revenues arising from or accruing at any time hereafter, and all now due or that may hereafter become due under each and every of the Leases, or other agreements, written or verbal, or which may hereafter exist on the Property, on the condition that Lender hereby grants to Borrower a license to collect and retain such Rents and Revenues (but not including the right to collect any rents more than 1 month in advance or to prepay, terminate, or "buy out" any Leases) prior to the occurrence of any Event of Default under the Loan Documents. Borrower covenants to apply the Rents and Revenue received, after application for operating expenses permitted hereunder, to payment of the Secured Obligations when the same become due and in compliance with the Loan Documents. Such license shall be revocable by Lender without notice to Borrower at any time upon or after an Event of Default under the Loan Documents, subject to any applicable cure period, and immediately upon any such revocation, Lender shall be entitled to receive, and Borrower shall deliver to Lender, all Rents and Revenues collected by Borrower which remain in the possession or control of Borrower and all Leases and other such agreements. It is the intention of Borrower to grant, and it is the intention of Lender to receive, a present and absolute assignment of all of Leases, similar agreements, and Rents and Revenues now or later due, but it is agreed that Lender's right to collect the Rents and Revenues is conditioned upon the existence of an Event of Default under the Loan Documents. Failure of Lender at any time or from time to time to enforce its rights under this Article 8 shall not prevent its subsequent enforcement, and Lender is not obligated to collect anything hereunder, but is accountable only for sums collected. Nothing contained herein shall be construed as constituting Lender a mortgagee in possession in the absence of the taking of actual possession of the Property by Lender pursuant to Section 8.7 hereof. 8.2 Covenants Regarding Leases. eases. Borrower agrees: a) Not to collect any of the Rents for more than 1 %2 months in advance of the time when the same become due under the terms thereof; a) Not to discount any future accruing Rents, other than in the ordinary course of Borrower's business; b) Not to execute any other assignments of said Leases or any interest therein or any of the Rents and Revenues thereunder; c) That notwithstanding any variation of the terms of the Deed of Trust or any extension of time for payment thereunder or any release of part or parts of the Property, the 14 19/1013 C. WERSUCAMPAPPDATAWCALIMICROSOFTWINDO MTEMPORARY INTERNETFILESICONTENT .OUTLOOKITYYRHFO&TRAHC DOT -I.DOC 201303085 Leases, Rents and Revenues hereby assigned, insofar as they relate to the unreleased Property, shall continue as additional security in accordance with the terms hereof; and d) To perform all of Borrower's covenants and agreements under the Leases and not to suffer or permit to occur any release of liability of the lessees. 8.3 Representations Regarding Leases. Borrower represents and warrants that: the Leases, if any, are in full force and effect; that the Leases and the Rents and Revenues thereunder have not been heretofore sold, assigned, transferred, or set over by Borrower or by any person or persons whatsoever; no material default exists on the part of the lessees thereunder, or Borrower as lessor; no Rents have been paid by any of the lessees for more than one month in advance; the payment of the Rents has not been waived, released, reduced, discounted or otherwise discharged or compromised by Borrower directly or indirectly; and Borrower has good right to sell, assign, transfer, and grant to and confer upon Lender the rights, interests, powers, and authorities herein granted and conferred. 8.4 Further Assigpments. Borrower shall give Lender at any time upon demand any further or additional forms of assignment of transfer of such Rents and Revenues, leases and security as may be reasonably requested by Lender, and shall deliver to Lender executed copies of all such leases and security. 8.5 Authority of Lender. Any tenants or occupants of the Property may recognize the claims of Lender hereunder without investigating the reason for any action taken by Lender, or the validity or the amount of indebtedness owing to Lender, or the existence of an Event of Default, or the application of any amounts to be paid to Lender. The signature of Lender or a receiver shall be sufficient for the exercise of any rights under this Article and the receipt of Lender or a receiver shall be a full discharge to any tenant or occupant of the Property and Borrower hereby releases each such tenant and occupant from any liability under the applicable Lease or occupancy agreement. Checks for all or any part of the rentals collected under this Article shall be drawn to the exclusive order of Lender or such receiver. 8.6 Indemnification. Nothing herein shall be deemed to obligate Lender to perform or discharge any obligation, duty, or liability of lessor under any Lease of the Property, and Borrower does hereby indemnifies and holds Lender harmless from all liability, loss, or damage which Lender may or might incur under any Lease of the Property or by reason of this assignment; and all such liability, loss, or damage incurred by Lender, together with the costs and expenses, including reasonable attorney fees shall be additional Secured Obligations, and Borrower shall reimburse Lender therefor on demand. 8.7 Right of Possession. At any time Lender institutes foreclosure proceedings, Borrower shall surrender to Lender and Lender shall be entitled to take actual possession of the Property or any part thereof, as for condition broken, and Lender in its discretion may, with or without force and with or without process of law, enter upon and take and maintain possession of all or any part of the Property, together with all documents, books, records, papers and accounts of Borrower or then owners of the Property relating thereto, and may exclude Borrower, its agents or servants, wholly therefrom and may, as attorney -in -fact or agent of Borrower, or in its own name as Lender, hold, operate, manage and control the Property and conduct the business 201303085 thereof, and with power to use such measures, legal or equitable, as in its discretion may be deemed proper to enforce the payment of the Rents and Revenues. 8.8 Survival. The provisions of this Article shall survive the foreclosure of the lien of this Deed of Trust and the exercise of the power of sale granted under this Deed of Trust until the expiration of all periods of redemption following any such foreclosure or sale and thereafter with respect to all Rents and Revenues arising prior to or attributable to the period prior to the expiration of all such redemption periods. ARTICLE 9. MISCELLANEOUS PROVISIONS 9.1 Time of the Essence. Time is of the essence with respect to all provisions of this Deed of Trust. 9.2 Rights and Remedies. Lender's rights and remedies under each of the Loan Documents are cumulative of the rights and remedies available to Lender under each of the other Loan Documents and those otherwise available to Lender at law or in equity. 9.3 No Implied Waivers. Lender shall not be deemed to have waived any provision of this Deed of Trust unless such waiver is in writing and is signed by Lender. 9.4 No Third -Party Rights. No person shall be a third -party beneficiary of any provision of this Deed of Trust. 9.5 Preservation of Liability and Priority. Without affecting the liability of Borrower or of any other person (except a person expressly released in writing) for payment and performance of all of the Secured Obligations, and without affecting the rights of Lender with respect to any security not expressly released in writing, and without impairing in any way the priority of this Deed of Trust over the interests of any person acquired or first evidenced by recording subsequent to the recording hereof, Lender may, either before or after the maturity of the Note, and without notice or consent: (a) release any person liable for payment or performance of all or any part of the Secured Obligations; (b) make any agreement altering the terms of payment or performance of all or any of the Secured Obligations; (c) exercise or refrain from exercising, or waive, any right or remedy which Lender may have under any of the Loan Documents; (d) accept additional security of any kind for any of the Secured Obligations; or (e) release or otherwise deal with any real or personal property securing the Secured Obligations. Any person acquiring or recording evidence of any interest of any nature in the Property or the Collateral shall be deemed, by acquiring such interest or recording any evidence thereof, to have agreed and consented to any or all such actions by Lender. 9.6 Subrogation. Lender shall be subrogated to the Iien of any previous encumbrance discharged with funds advanced by Lender under the Loan Documents, regardless of whether such previous encumbrance has been released of record. 9.7 Notices. Any notice required hereunder shall be given in writing at the addresses set forth below and will be deemed delivered (i) upon personal delivery, or (ii) 24 hours after deposit with a nationally - recognized overnight courier service, or (iii) 3 days after deposit with 16 1/2911013 C: WSER4UCAMPAPPDAT4tLOCALIMiCROSOFTWINDOWSITEMPORARY INTERNETFILES4CO,IVTSNT.OUYLOOKITYYRHF061 TRAHC DOT -1.DOC 201303085 the U.S. postal service, postage prepaid. The addresses may be changed by notice to the other party given in the same manner as provided above. If to Borrower: Timber Ridge Affordable Housing Corporation 75 South Frontage Road West Vail, Colorado 81.657 Attention: Finance Director If to Lender: Town of Vail 75 South Frontage Road West Vail, Colorado 81.657 Attention: Town Attorney 9.8 Defeasance. Upon payment and performance in full of all the Secured Obligations and all costs of releasing this Deed of Trust, Lender will execute and deliver to Borrower such documents as may be required to release this Deed of Trust of record. 9.9 Severability. If any provision of this Deed of Trust is held to be illegal, invalid or unenforceable by a court of competent jurisdiction, the validity, and enforceability of the remaining provisions of this Deed of Trust shall not be affected thereby. 9.10 Successors. This Deed of Trust is binding upon Borrower and Borrower's successors and assigns, including all grantees and remote grantees of any interest of Borrower in the Property, and shall inure to the benefit of Lender, and its successors and assigns, and the provisions hereof shall likewise be covenants running with the land. 9.11 Governing Law. The laws of the State of Colorado shall govern the validity, construction, enforcement, and interpretation of this Deed ofTrust. 9.12 Survival. This Deed ofTrust shall survive foreclosure of the liens created hereby, to the extent necessary to fulfill its purposes. Signed and delivered as of the date first mentioned above. STATE OF COLORADO ) ss. COUNTY OF EAGLE ) 201303085 BORROWER: TIMBER RIDGE AFFORDABLE HOUSING CORPORATION, a Colorado nonprofit corporation w The foregoing instrument. was acknowledged before me this day of 2013, by 'SkXn 7X, m. 104-- as President of Timber Ridge Affordable Housing Corporation, a Colorado nonprofit corporation. My commission expires: 1y N tart' Pu 'c ti "..NOW. NO • c'`l `• • ' , -mot. :i, AciY•; i! 11 18 1/29/1013 C.•1USERSUCAMPAPPDATAILOCALIMICROSOF7lWINDOWSITEMPORARY INTERNETFILESICONTENT .OUTLOOKITYYRHF061TRAHC DOT -I.DOC 201303085 EXHIBIT A PROPERTY PARCEL A: Lots 1, 2, 3, 4 and 5, A RESUBDIVISION OF LION'S RIDGE SUBDIVISION, BLOCK C, According to the Plat recorded June 8, 1973 in Book 229 at Page 458, County of Eagle, State of Colorado, and PARCEL B: All rights, title and interest to an Easement in the following described property: That property described in an Encroachment. Easement Agreement filed for record January 30, 1980 in Book 298 at Page 22, more particularly described as follows: A part of Lot 6, Resubdivision of Block C, Lion's Ridge Subdivision, Eagle County, Colorado, a subdivision recorded in the Office of the Eagle County, Colorado Clerk and Recorder: Said part being more particularly described as follows: Beginning at a point on the westerly line of said Lot 6 whence the southwest corner of said Lot 6 bears S 37 degrees 09'31" E 40.54 feet; thence N 37 degrees 0931" W on said westerly line 103.01 feet; thence departing said westerly line N 41 degrees 23'21" E 7.25 feet, thence S 48 degrees 36 '39" E 53.16 feet; thence S 41 degrees 23'21" W 4.90 feet; thence S 48 degrees 36'39" E 47.80 feet; thence S 41 degrees 23'21" W 22.80 feet To The Point Of Beginning. COUNTY OF EAGLE STATE OF COLORADO 201303085