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HomeMy WebLinkAboutMRI title report.pdfLand Title Guarantee Company Date:October 07, 2014 VAIL HOTEL OWNER ESHV, LLC Attn: HARP ACQUISITIONS, LLC 601 OAKMONT LANE, SUITE 420 WESTMONT, IL 60559 Subject: Attached Title Policy TAAH50039250.545345 for 1783 N FRONTAGE RD, VAIL, CO 81657 Enclosed please find the Owner's Title Insurance Policy for your purchase of the property listed above. This title policy is the final step in your real estate transaction, and we want to take a moment to remind you of its importance. Please review all information in this document carefully and be sure to safeguard this policy along with your other legal documents. Your owner's policy insures you as long as you own the property and requires no additional premium payments. Please feel free to contact any member of our staff if you have questions or concerns regarding your policy, or you may contact the Final Policy Department at Phone: 303-850-4175 or As a Colorado-owned and operated title company for over 45 years, with offices throughout the state, we take pride in serving our customers one transaction at a time. We sincerely appreciate your business and welcome the opportunity to assist you with any future real estate needs. Not only will Land Title be able to provide you with the title services quickly and professionally, but you may also be entitled to a discount on title premiums if you sell or refinance the property described in the enclosed policy. Thank you for giving us the opportunity to work with you on this transaction. We look forward to serving you again in the future. Sincerely, Land Title Guarantee Company Owner's Policy of Title Insurance ISSUED BY First American Title Insurance Company ANY NOTICE OF CLAIM AND ANY OTHER NOTICE OR STATEMENT IN WRITING REQUIRED TO BE GIVEN TO THE COMPANY UNDER THIS POLICY MUST BE GIVEN TO THE COMPANY AT THE ADDRESS SHOWN IN SECTION 18 OF THE CONDITIONS. COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS, FIRST AMERICAN TITLE INSURANCE COMPANY, a Nebraska corporation (the "Company") insures, as of Date of Policy and, to the extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of: 1.Title being vested other than as stated in Schedule A. 2.Any defect in or lien or encumbrance on the title; This covered Risk includes but is not limited to insurance against loss from (a) A defect in the Title caused by (i) forgery, fraud, undue influence, duress, incompetency, incapacity, or impersonation; (ii) failure of any person or Entity to have authorized a transfer or conveyance; (iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized, or delivered; (iv) failure to perform those acts necessary to create a document by electronic means authorized by law; (v) a document executed under a falsified, expired, or otherwise invalid power of attorney; (vi) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or (vii) a defective judicial or administrative proceeding.(b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid. (c) 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. The term "encroachment" includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land. 3.Unmarketable Title. 4.No right of access to and from the Land. 5.The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (a) the occupancy, use or enjoyment of the Land; (b) the character, dimensions, or location of any improvement erected on the Land; (c) the subdivision of land; or (d) environmental protection if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the extent of the violation or enforcement referred to in that notice. 6.An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that notice. 7.The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records. 8.Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge. 9.Title being vested other than as stated in Schedule A or being defective (a) as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws; or (b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws by reason of the failure of its recording in the Public Records (i) to be timely, or (ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor. 10.Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. The Company will also pay the costs, attorneys' fees, and expenses incurred in defense of any matter insured against by this Policy, but only to the extent provided in the Conditions. Issued through the Office of:LAND TITLE GUARANTEE COMPANY3033 E 1ST AVE #600 DENVER, CO 80206 303-850-4165 John E. Freyer, President FIRST AMERICAN TITLE INSURANCE COMPANY Dennis J. Gilmore, President Jeffrey S. Robinson, Secretary Copyright 2006-2014 American Land Title Association. All rights reserved. The use of this form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. AMERICAN LAND TITLE ASSOCIATION OWNER'S POLICY Adopted 6-17-06 ao.06.policy.pg1.fa.2014.odt EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1.(a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6. 2.Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3.Defects, liens, encumbrances, adverse claims, or other matters(a) created, suffered, assumed, or agreed to by the Insured Claimant;(b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy;(c) resulting in no loss or damage to the Insured Claimant;(d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. 4.4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is (a) a fraudulent conveyance or fraudulent transfer; or (b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy. 5.Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. CONDITIONS 1. DEFINITION OF TERMS The following terms when used in this policy mean: (a) "Amount of Insurance": The amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by Section 8(b) or decreased by Sections 10 and 11 of these Conditions. (b) "Date of Policy": The date designated as "Date of Policy" in Schedule A. (c) "Entity": A corporation, partnership, trust, limited liability company, or other similar legal entity. (d) "Insured": The Insured named in Schedule A. (i) The term "Insured" also includes (A) successors to the Title of the Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives, or next of kin; (B) successors to an Insured by dissolution, merger, consolidation, distribution, or reorganization; (C) successors to an Insured by its conversion to another kind of Entity; (D) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title (1) if the stock, shares, memberships, or other equity interests of the grantee are wholly-owned by the named Insured.(2) if the grantee wholly owns the named Insured,(3) if the grantee is wholly-owned by an affiliated Entity of the named Insured, provided the affiliated Entity and the named Insured areboth wholly-owned by the same person or Entity, or(4) if the grantee is a trustee or beneficiary of a trust created by a written instrument established by the Insured named in Schedule A for estate planning purposes. (ii) With regard to (A), (B), (C), and (D) reserving, however, all rights and defensed as to any successor that the Company would have had against any predecessor Insured. (e) "Insured Claimant": An Insured claiming loss or damage. (f) "Knowledge" or "Known": Actual knowledge, not constructive knowledge or notice that may be imputed to an Insured by reason of the Public Records or any other records that impart constructive notice of matters affecting the Title. (g) "Land": The land described in Schedule A, and affixed improvements that by law constitute real property. The term "Land" does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate, or easement in abutting streets, roads, avenue, alleys, lanes, ways, or waterways, but this does not modify or limit the extent that a right of access to and from the Land is insured by this policy. (h) "Mortgage": Mortgage, deed of trust, trust deed, or other security instrument, including one evidenced by electronic means authorized by law. (i) "Public Records": Records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without Knowledge. With respect to Covered Risk 5(d), "Public Records" shall also include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is located. (j) "Title": The estate or interest described in Schedule A. "Unmarketable Title": Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be released from the obligation to purchase, lease, or lend if there is a contractual condition requiring the delivery of marketable title.2. CONTINUATION OF INSURANCE The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured, but only so long as the Insured retains an estate or interest in the Land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured, or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title. This policy shall not continue in force in favor of any purchaser from the Insured of either (i) an estate or interest in the Land, or (ii) an obligation secured by a purchase money Mortgage given to the Insured. 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT The Insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 5(a) of these Conditions, (ii) in case Knowledge shall come to an Insured hereunder of any claim of title or interest that is adverse to the Title, as insured, and that might cause loss or damage for which the Company may be liable by virtue of this policy, or (iii) if the Title, as insured, is rejected as Unmarketable Title. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company's liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice. 4. PROOF OF LOSS In the event the Company is unable to determine the amount of loss or damage, the Company may, at its option, require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance, or other matter insured against by this policy that constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage. 5. DEFENSE AND PROSECUTION OF ACTIONS (a) Upon written request by the Insured, and subject to the options contained in Section 7 of these Conditions, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to represent the Insured as to those stated causes of action. It shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs, or expenses incurred by the Insured in the defense of those causes of action that allege matters not insured against by this policy. (b) The Company shall have the right, in addition to the options contained in Section 7 of these Conditions, at its own cost, to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the Title, as insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable to the Insured. The exercise of these rights shall not be an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under this subsection, it must to so diligently. (c) Whenever the Company brings an action or asserts a defense as required or permitted by this policy, the Company may pursue the litigation to a final determination by a court of competent jurisdiction, and it expressly reserves the right, in its sole discretion, to appeal any adverse judgment or order. 6. DUTY OF INSURED CLAIMANT TO COOPERATE (a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, including the right to use, at its option, the name of the Insured for this purpose. Whenever requested by the Company, the Insured, at the Company's expense, shall give the Company all reasonable aid (i) in securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter as insured. If the Company is prejudiced by the failure of the Insured to furnish the required cooperation, the Company's obligation to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation. (b) The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection, and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports, e-mails, disks, tapes, and videos whether bearing a date before or after Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect, and copy all of these records in the custody or control of a third party that reasonably pertain to the loss or damage. All information designated as confidential by the Insured Claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the Insured Claimant to submit for examination under oath produce any reasonably requested information, or grant permission to secure reasonably necessary information from third parties as required in this subsection, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this policy as to that claim. 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY In case of a claim under this policy, the Company shall have the following additional options: (a) To Pay or Tender Payment of the Amount of Insurance.To pay or tender payment of the Amount of Insurance under this policy together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay. Upon the exercise by the Company of this option, all liability and obligations of the Company to the Insured under this policy, other than to make the paymentrequired in the subsection, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation. (b) To Pay or Otherwise Settle With Parties Other Than the Insured or With the Insured Claimant. (i) To pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy. In addition, the Company will pay any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay; or (ii) To pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy, together with any costs, attorneys' fees, and expensed incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay. Upon the exercise by the Company of either of the options provided for in subsections (b)(i) or (ii), the Company's obligations to the Insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation. 8. DETERMINATION AND EXTENT OF LIABILITY This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy.(a) The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of(i) the Amount of Insurance; or(ii) the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy.(b) If the Company pursues its rights under Section 5 of these Conditions and is unsuccessful in establishing the Title, as insured, (i) the Amount of Insurance shall be increased by 10%, and (ii) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as of the date it is settled and paid. (c) In addition to the extent of liability under (a) and (b), the Company will also pay those costs, attorneys' fees, and expenses incurred in accordance with Sections 5 and 7 of these Conditions. 9. LIMITATION OF LIABILITY (a) If the Company establishes the Title, or removes the alleged defect, lien, or encumbrance, or cures the lack of a right of access to or from the Land, or cures the claim of Unmarketable Title, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused to the Insured. (b) In the event of any litigation, including litigation by the Company or with the Company's consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals, adverse to the Title, as insured. (c) The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company.10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY All payments under this policy, except payments made for costs, attorneys' fees, and expenses, shall reduce the Amount of Insurance by the amount of the payment. 11. LIABILITY NONCUMULATIVE The Amount of Insurance shall be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed, assumed, or taken subject, or which is executed by an Insured after Date of Policy and which is a charge or lien on the Title, and the amount so paid shall be deemed a payment to the Insured under this policy. 12. PAYMENT OF LOSS When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions, the payment shall be made within 30 days. 13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT (a) Whenever the Company shall have settled and paid a claim under this policy, it shall be subrogated and entitled to the rights of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person or property, to the extent of the amount of any loss, costs, attorneys' fees, and expenses paid by the Company. If requested by the Company, the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies. The Insured Claimant shall permit the Company to sue, compromise, or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies. If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss. (b) The Company's right of subrogation includes the rights of the Insured to indemnities, guaranties, other policies of insurance, or bonds, notwithstanding any terms or conditions contained in those instruments that address subrogation rights. 14. ARBITRATION Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title Association ("Rules"). Except as provided in the Rules, there shall be no joinder or consolidation with claims or controversies of other persons, Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, any service in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the transaction giving rise to this policy. 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. All arbitrable matters when the Amount of Insurance is in excess of $2,000,000 shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competent jurisdiction. 15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT (a) This policy together with all endorsements, if any, attached to it by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole. (b) Any claim or loss or damage that arises out of the status of the Title or by any action asserting such claim shall be restricted to this policy. (c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person, or expressly incorporated by Schedule A of this policy. (d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions. Except as the endorsement expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsement, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. 16. SEVERABILITY In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision or such part held to be invalid, but all other provisions shall remain in full force and effect.17. CHOICE OF LAW; FORUM (a) Choice of Law; The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therefor in reliance upon the law affecting interests in real property and applicable to the interpretation, rights, remedies, or enforcement of policies of title insurance of the jurisdiction where the Land is located. Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured and to interpret and enforce the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of law principles to determine the applicable law. (b) Choice of Forum; Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction. 18. NOTICES, WHERE SENT Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at: 1 First American Way, Santa Ana, CA 92707, Attn: Claims Department ANTI-FRAUD STATEMENT: Pursuant to CRS 10-1-128(6)(a), it is unlawful to knowingly provide false, incomplete, or misleading facts or information to an insurance company for the purpose of defrauding or attempting to defraud the company. Penalties may include imprisonment, fines, denial of insurance and civil damages. Any insurance company or agent of an insurance company who knowingly provides false, incomplete, or misleading facts or information to a policyholder or claimant for the purpose of defrauding or attempting to defraud the policyholder or claimant with regard to a settlement or award payable from insurance proceeds shall be reported to the Colorado division of insurance within the department of regulatory agencies. This anti-fraud statement is affixed to and made a part of this policy. AMERICAN LAND TITLE ASSOCIATION OWNER'S POLICY Adopted 6-17-06Copyright 2006-2009 American Land Title Association. All rights reserved. ao.06.policy.cover.odt Land Title Guarantee Company Representing First American Title Insurance Company Schedule A Order Number: ABC 50039250 Policy Number: TAAH50039250.545345 Amount: $52,761,104.00 Property Address: 1783 N FRONTAGE RD, VAIL, CO 81657 1.Policy Date: October 06, 2014 at 5:00 P.M. 2.Name of Insured: VAIL HOTEL OWNER ESHV, LLC, A DELAWARE LIMITED LIABILITY COMPANY 3.The estate or interest in the Land described or referred to in this Schedule and which is covered by this policy is: A FEE SIMPLE 4.Title to the estate or interest covered by this policy at the date is vested in: VAIL HOTEL OWNER ESHV, LLC, A DELAWARE LIMITED LIABILITY COMPANY 5.The Land referred to in this Policy is described as follows: LOTS 9, 10, 11 AND 12, RESUBDIVISION OF BUFFER CREEK, ACCORDING TO THE RECORDED PLAT RECORDED OCTOBER 8, 1963 AT RECEPTION NO. 98077, COUNTY OF EAGLE, STATE OF COLORADO. EXCEPT THOSE PORTIONS INCLUDED IN THE RIGHT OF WAY OF THE DEPARTMENT OF HIGHWAYS, STATE OF COLORADO, FOR INTERSTATE 70. AND EXCEPT THAT PORTION CONVEYED TO BOARD OF COMMISSIONERS OF EAGLE COUNTY AND THE DEPARTMENT OF HIGHWAYS, STATE OF COLORADO, BY INSTRUMENT RECORDED AUGUST 26, 1969 IN BOOK 215 AT PAGE 858. This Policy Valid only if Schedule B is attached. Land Title Guarantee Company Representing First American Title Insurance Company (Schedule B) Order Number 50039250 Policy Number TAAH50039250.545345 THIS POLICY DOES NOT INSURE AGAINST LOSS OR DAMAGE BY REASON OF THE FOLLOWING: 1) ANY FACTS, RIGHTS, INTERESTS, OR CLAIMS THEREOF, 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 RECORDS. 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) (A) UNPATENTED MINING CLAIMS; (B) RESERVATIONS OR EXCEPTIONS IN PATENTS OR IN ACTS AUTHORIZING THE ISSUANCE THEREOF; (C) WATER RIGHTS, CLAIMS OR TITLE TO WATER. ITEM NOS. 1 THROUGH 3 OF THE GENERAL EXCEPTIONS ARE HEREBY DELETED. ITEM NO. 4 OF THE GENERAL EXCEPTIONS IS DELETED AS TO ANY LIENS RESULTING FROM WORK OR MATERIAL CONTRACTED FOR OR FURNISHED AT THE REQUEST OF ANY PARTY OTHER THAN VAIL HOTEL OWNER ESHV, LLC, A DELAWARE LIMITED LIABILITY COMPANY. FIRST AMERICAN TITLE INSURANCE COMPANY SHALL HAVE NO LIABILITY FOR ANY LIENS ARISING FROM WORK OR MATERIAL FURNISHED AT THE REQUEST OF VAIL HOTEL OWNER ESHV, LLC, A DELAWARE LIMITED LIABILITY COMPANY. ITEM NO. 5 OF THE GENERAL EXCEPTIONS IS HEREBY DELETED. 6) TAXES AND ASSESSMENTS FOR THE YEAR 2014 AND SUBSEQUENT YEARS, A LIEN NOT YET DUE AND PAYABLE. 7) RIGHT OF PROPRIETOR OF A VEIN OR LODE TO EXTRACT AND REMOVE HIS ORE THEREFROM SHOULD THE SAME BE FOUND TO PENETRATE OR INTERSECT THE PREMISES AS RESERVED IN UNITED STATES PATENT RECORDED OCTOBER 14, 1918, IN BOOK 93 AT PAGE 301. 8) RIGHT OF WAY FOR DITCHES OR CANALS CONSTRUCTED BY THE AUTHORITY OF THE UNITED STATES AS RESERVED IN UNITED STATES PATENT RECORDED OCTOBER 04, 1918, IN BOOK 93 AT PAGE 301. 9) RESTRICTIVE COVENANTS WHICH DO NOT CONTAIN A FORFEITURE OR REVERTER CLAUSE, BUT OMITTING ANY COVENANTS OR RESTRICTIONS, IF ANY, BASED UPON RACE, COLOR, RELIGION, SEX, SEXUAL ORIENTATION, FAMILIAL STATUS, MARITAL STATUS, DISABILITY, HANDICAP, NATIONAL ORIGIN, ANCESTRY, OR SOURCE OF INCOME, AS SET FORTH IN APPLICABLE STATE OR FEDERAL LAWS, EXCEPT TO THE EXTENT THAT SAID COVENANT OR RESTRICTION IS PERMITTED BY APPLICABLE LAW AS CONTAINED IN INSTRUMENT RECORDED OCTOBER 08, 1963, IN BOOK 178 AT PAGE 75 AND AS AMENDED IN INSTRUMENT RECORDED APRIL 1, 1966 IN BOOK 192 AT PAGE 343 AND AS AMENDED IN INSTRUMENT RECORDED MAY 25, 1966 IN BOOK 197 AT PAGE 1. 10) UTILITY EASEMENT AS GRANTED TO HOLY CROSS ELECTRIC ASSOCIATION, INC. IN INSTRUMENT RECORDED JUNE 14, 1977 IN BOOK 256 AT PAGE 353, AND AS SHOWN ON THE SURVEY REFERENCED IN ENDORSEMENT 116.1-06. 11) EASEMENTS, CONDITIONS, COVENANTS, RESTRICTIONS, RESERVATIONS AND NOTES ON THE PLAT OF A RESUBDIVISION OF BUFFER CREEK RECORDED OCTOBER 8, 1963 UNDER RECEPTION NO. 98077, AND AS SHOWN ON THE SURVEY REFERENCED IN ENDORSEMENT 116.1-06. 12) TERMS, CONDITIONS AND PROVISIONS OF SERVICE AGREEMENT AND GRANT OF EASEMENT RECORDED APRIL 24, 2003 AT RECEPTION NO. 831111. 13) TERMS, CONDITIONS AND PROVISIONS OF GRANT OF EASEMENT RECORDED APRIL 05, 2007 AT RECEPTION NO. 200708889, AND AS SHOWN ON THE SURVEY REFERENCED IN ENDORSEMENT 116.1-06. 14) TERMS, CONDITIONS, PROVISIONS, BURDENS AND OBLIGATIONS AS SET FORTH IN INSTRUMENT RECORDED JULY 21, 2011 UNDER RECEPTION NO. 201113648. 15) DEED OF TRUST DATED OCTOBER 3, 2014, FROM VAIL HOTEL OWNER ESHV, LLC, A DELAWARE LIMITED LIABILITY COMPANY TO THE PUBLIC TRUSTEE OF EAGLE COUNTY FOR THE USE OF FIRSTBANK TO SECURE THE SUM OF $30,000,000.00 RECORDED OCTOBER 6, 2014 UNDER RECEPTION NO. 201417174. SAID DEED OF TRUST WAS FURTHER SECURED BY ASSIGNMENT OF RENTS AND OTHER RIGHTS RECORDED OCTOBER 06, 2014, UNDER RECEPTION NO. 201417175. DISBURSER'S NOTICE IN CONNECTION WITH SAID DEED OF TRUST WAS RECORDED OCTOBER 06, 2014, UNDER RECEPTION NO. 201417176. 16) FINANCING STATEMENT WITH FIRSTBANK, THE SECURED PARTY, RECORDED OCTOBER 06, 2014, UNDER RECEPTION NO. 201417177. NOTE: SUBJECT TO THE CONDITIONS OF THE POLICY, PENDING SUCH TIME AS THE IMPROVEMENTS CONTEMPLATED UPON INSURED PREMISES SHALL BE COMMENCED, LIABILITY UNDER THIS POLICY IS LIMITED TO THE PURCHASE PRICE FOR THE LAND; BUT AS AND WHEN THE ERECTION OF SUCH IMPROVEMENTS SHALL BE COMMENCED, LIABILITY HEREUNDER SHALL INCREASE, AS THE IMPROVEMENTS PROGRESS, IN THE AMOUNT OF THE COST THEREOF, UP TO THE FACE AMOUNT OF THIS POLICY. American Land Title Association Endorsement 9.2-06 Covenants, Conditions and Restrictions Improved Land - Owner's Policy Revised 04-02-12 ENDORSEMENT Attached to Policy No. TAAH50039250.545345 Our Order No. 50039250 Issued By First American Title Insurance Company 1.The insurance provided by this endorsement is subject to the exclusions in Section 4 of this endorsement; and the Exclusions from Coverage, the Exceptions from Coverage contained in Schedule B, and the Conditions in the policy. 2.For the purposes of this endorsement only, (a)“Covenant” means a covenant, condition, limitation or restriction in a document or instrument in effect at Date of Policy. (b)“Improvement” means a building, structure located on the surface of the Land, road, walkway, driveway, or curb, affixed to the Land at Date of Policy and that by law constitutes real property, but excluding any crops, landscaping, lawn, shrubbery, or trees. 3.The Company insures against loss or damage sustained by the Insured by reason of: (a)A violation on the Land at Date of Policy of an enforceable Covenant, unless an exception in Schedule B of the policy identifies the violation; (b)Enforced removal of an Improvement as a result of a violation, at Date of Policy, of a building setback line shown on a plat of subdivision recorded or filed in the Public Records, unless an exception in Schedule B of the policy identifies the violation; or (c)A notice of a violation, recorded in the Public Records at Date of Policy, of an enforceable Covenant relating to environmental protection describing any part of the Land and referring to that Covenant, but only to the extent of the violation of the Covenant referred to in that notice, unless an exception in Schedule B of the policy identifies the notice of the violation. 4.This endorsement does not insure against loss or damage (and the Company will not pay costs, attorneys' fees, or expenses) resulting from: (a)any Covenant contained in an instrument creating a lease; (b)any Covenant relating to obligations of any type to perform maintenance, repair, or Copyright 2006-2014 American Land Title Association. All Rights Reserved The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. American Land Title Association Endorsement 9.2-06 Covenants, Conditions and Restrictions Improved Land - Owner's Policy Revised 04-02-12 ENDORSEMENT Attached to Policy No. TAAH50039250.545345 Our Order No. 50039250 Issued By First American Title Insurance Company remediation on the Land; or (c)except as provided in Section 3.c., any Covenant relating to environmental protection of any kind or nature, including hazardous or toxic matters, conditions, or substances. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. First American Title Insurance Company By: Land Title Guarantee Company By: Authorized Signature Copyright 2006-2014 American Land Title Association. All Rights Reserved The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. American Land Title Association Endorsement 8.2-06 Commercial Environmental Protection Lien Adopted 10-16-08 ENDORSEMENT Attached to Policy No. TAAH50039250.545345 Our Order No. 50039250 Issued By First American Title Insurance Company The Company insures against loss or damage sustained by the Insured by reason of an environmental protection lien that, at Date of Policy, is recorded in the Public Records or filed in the records of the clerk of the United States district court for the district in which the Land is located, unless the environmental protection lien is set forth as an exception in Schedule B. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. First American Title Insurance Company By: First American Title Insurance Company By: Authorized Signature Copyright 2006-2014 American Land Title Association. All Rights Reserved The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. American Land Title Association Endorsement 17-06 Access and Entry ENDORSEMENT Attached to Policy No. TAAH50039250.545345 Our Order No. 50039250 Issued By First American Title Insurance Company The Company insures against loss or damage sustained by the Insured if, at Date of Policy (i) the Land does not abut and have both actual vehicular and pedestrian access to and from INTERSTATE 25 NORTH FRONTAGE ROAD (the “Street”), (ii) the Street is not physically open and publicly maintained, or (iii) the Insured has no right to use existing curb cuts or entries along that portion of the Street abutting the Land. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. First American Title Insurance Company By: Land Title Guarantee Company By: Authorized Signature Copyright 2006-2014 American Land Title Association. All Rights Reserved The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. American Land Title Association Endorsement 3.1-06 Zoning-Completed Structure Revised 10-22-09 ENDORSEMENT Attached to Policy No. TAAH50039250.545345 Our Order No. 50039250 Issued By First American Title Insurance Company 1.The Company insures against loss or damage sustained by the Insured in the event that, at Date of Policy, (a)according to applicable zoning ordinances and amendments, the Land is not classified Zone PUBLIC ACCOMMODATION 2 (PA-2); (b)the following use or uses are not allowed under that classification: LIMITED SERVICE LODGE (c)There shall be no liability under paragraph 1.b. if the use or uses are not allowed as the result of any lack of compliance with any conditions, restrictions, or requirements contained in the zoning ordinances and amendments, including but not limited to the failure to secure necessary consents or authorizations as a prerequisite to the use or uses. This paragraph 1.c. does not modify or limit the coverage provided in Covered Risk 5. 2.The Company further insures against loss or damage sustained by the Insured by reason of a final decree of a court of competent jurisdiction either prohibiting the use of the Land, with any existing structure, as specified in paragraph 1.b. or requiring the removal or alteration of the structure, because, at Date of Policy, the zoning ordinances and amendments have been violated with respect to any of the following matters: (a)Area, width, or depth of the Land as a building site for the structure (b)Floor space area of the structure (c)Setback of the structure from the property lines of the Land (d)Height of the structure, or (e)Number of parking spaces. 3.There shall be no liability under this endorsement based on: (a)the invalidity of the zoning ordinances and amendments until after a final decree of a court of competent jurisdiction adjudicating the invalidity, the effect of which is to prohibit the use or uses; (b)the refusal of any person to purchase, lease or lend money on the Title covered by this policy. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any Copyright 2006-2014 American Land Title Association. All Rights Reserved The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. American Land Title Association Endorsement 3.1-06 Zoning-Completed Structure Revised 10-22-09 ENDORSEMENT Attached to Policy No. TAAH50039250.545345 Our Order No. 50039250 Issued By First American Title Insurance Company of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. First American Title Insurance Company By: Land Title Guarantee Company By: Authorized Signature Copyright 2006-2014 American Land Title Association. All Rights Reserved The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. American Land Title Association Endorsement 26-06 Subdivision Adopted 10-16-08 ENDORSEMENT Attached to Policy No. TAAH50039250.545345 Our Order No. 50039250 Issued By First American Title Insurance Company The Company insures against loss or damage sustained by the Insured by reason of the failure of the Land to constitute a lawfully created parcel according to the subdivision statutes and local subdivision ordinances applicable to the Land. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. First American Title Insurance Company By: Land Title Guarantee Company By: Authorized Signature Copyright 2006-2014 American Land Title Association. All Rights Reserved The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Arbitration Deletion-06 ENDORSEMENT Attached to Policy No. TAAH50039250.545345 Our Order No. 50039250 Issued By First American Title Insurance Company Condition 14 of the policy, entitled Arbitration, is hereby modified so as to remove the Company’s right to demand arbitration. This endorsement is issued as part of the Policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the Policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the Policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the Policy and of any prior endorsements. First American Title Insurance Company By: Land Title Guarantee Company By: Authorized Signature American Land Title Association Endorsement 17.2-06 Utility Access Adopted 10-16-08 ENDORSEMENT Attached to Policy No. TAAH50039250.545345 Our Order No. 50039250 Issued By First American Title Insurance Company The Company insures against loss or damage sustained by the Insured by reason of the lack of a right of access to the following utilities or services: [CHECK ALL THAT APPLY] X Water Service X Natural Gas Service X Telephone Service X Sanitary Sewer X Storm Water Drainage X Electrical Power Service either over, under or upon rights-of-way or easements for the benefit of the Land because of: 1.a gap or gore between the boundaries of the Land and the rights-of-way or easements; 2.a gap between the boundaries of the rights-of-way or easements ; or 3.a termination by a grantor, or its successor, of the rights-of-way or easements. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. First American Title Insurance Company By: Land Title Guarantee Company By: Authorized Signature Copyright 2006-2014 American Land Title Association. All Rights Reserved The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. 116.1-06 Survey ENDORSEMENT Attached to Policy No. TAAH50039250.545345 Our Order No. 50039250 Issued By First American Title Insurance Company The Company hereby insures the Insured against loss or damage that the Insured shall sustain by reason of the failure of the Land to be the same as that delineated on the survey made by PEAK LAND CONSULTANTS, INC. dated SEPTEMBER 3, 2014, and designated Job No. 1377. This endorsement is issued as part of the Policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the Policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the Policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the Policy and of any prior endorsements. First American Title Insurance Company By: Land Title Guarantee Company By: Authorized Signature 116-06 ALTA 22-06 Designation of Improvements, Address ALTA Lender ENDORSEMENT Attached to Policy No. TAAH50039250.545345 Our Order No. 50039250 Issued By First American Title Insurance Company The Company hereby insures the Insured against loss or damage which the Insured shall sustain by reason of the failure of (i) a FOUR 2-STORY WOOD FRAME BUILDINGS known as 1783 NORTH FRONTAGE ROAD, to be located on the Land at Date of Policy. This endorsement is issued as part of the Policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the Policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the Policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the Policy and of any prior endorsements. First American Title Insurance Company By: Land Title Guarantee Company By: Authorized Signature American Land Title Association Endorsement 19-06 Contiguity – Multiple Parcels Adopted 6-17-06 ENDORSEMENT Attached to Policy No. TAAH50039250.545345 Our Order No. 50039250 Issued By First American Title Insurance Company The Company insures against loss or damage sustained by the Insured by reason of: 1.the failure OF LOTS 9, 10, 11 AND 12 of the Land to be contiguous to ONE ANOTHER ALONG THEIR COMMON BOUNDARY LINES; or 2.the presence of any gaps, strips, or gores separating any of the contiguous boundary lines described above. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. First American Title Insurance Company By: Land Title Guarantee Company By: Authorized Signature Copyright 2006-2014 American Land Title Association. All Rights Reserved The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Patent-06 ENDORSEMENT Attached to Policy No. TAAH50039250.545345 Our Order No. 50039250 Issued By First American Title Insurance Company The Company insures the Insured against loss or damage which the Insured shall sustain by reason of damage to existing and future improvements, including lawns, shrubbery and trees resulting from the exercise of any right to use the surface of the Land for enforcement of any vested or accrued rights for mining, agricultural, manufacturing or other purpose, by or under the authority of the United States of America excepted from the description of the Land or shown in Exceptions 7 AND 8 of Schedule B. This endorsement is issued as part of the Policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the Policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the Policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the Policy and of any prior endorsements. First American Title Insurance Company By: Land Title Guarantee Company By: Authorized Signature Lack of Signatures ENDORSEMENT Attached to Policy No.TAAH50039250.545345 Our Order No. 50039250 Issued By First American Title Insurance Company The Company assures the Insured that the Company will not deny liability under the Policy or any endorsements issued solely on the grounds that the policy and/or endorsement(s) were issued electronically and/or lack signatures in accordance with paragraph 15(c) of the Conditions, if the policy is a 2006 Owner's Policy, or paragraph 14(c) of the Conditions, if the policy is a 2006 ALTA Loan Policy. This endorsement is issued as part of the Policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the Policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the Policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the Policy and of any prior endorsements. First American Title Insurance Company By: Land Title Guarantee Company By: Authorized Signature American Land Title Association Endorsement 18-06 Tax Parcel - 06 ENDORSEMENT Attached to Policy No. TAAH50039250.545345 Our Order No. 50039250 Issued By First American Title Insurance Company The Company insures against loss or damage sustained by the Insured by reason of the Land being taxed as part of a larger parcel of land or failing to constitute a separate tax parcel for real estate taxes under the tax identification numbers listed below: Tax Account No. R013742. Tax Parcel No. 210312302001 This endorsement is issued as part of the Policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the Policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the Policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the Policy and of any prior endorsements. First American Title Insurance Company By: Land Title Guarantee Company By: Authorized Signature Copyright 2006-2014 American Land Title Association. All Rights Reserved The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. 100.29-06 ENDORSEMENT Attached to Policy No. TAAH50039250.545345 Our Order No. 50039250 Issued By First American Title Insurance Company The Company insures the Insured against loss which the Insured shall sustain by reason of damage to existing and future improvements, including lawns, shrubbery or trees resulting from the exercise of any right to use the surface of the Land for the extraction or development of the minerals excepted from the description of the Land or shown as a reservation in Schedule B. This endorsement is issued as part of the Policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the Policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the Policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the Policy and of any prior endorsements. First American Title Insurance Company By: Land Title Guarantee Company By: Authorized Signature American Land Title Association Endorsement 28-06 Easement–Damage or Enforced Removal Revised 02-03-10 ENDORSEMENT Attached to Policy No. TAAH50039250.545345 Our Order No. 50039250 Issued By First American Title Insurance Company The Company insures against loss or damage sustained by the Insured if the exercise of the granted or reserved rights referred to in Exception(s) 7 and 8 of Schedule B results in: (1)damage to existing and future improvements located on the Land, or (2)enforced removal or alteration of existing and future improvements located on the Land . This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. First American Title Insurance Company By: Land Title Guarantee Company By: Authorized Signature Copyright 2006-2014 American Land Title Association. All Rights Reserved The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. American Land Title Association Endorsement 28-06 Easement–Damage or Enforced Removal Revised 02-03-10 ENDORSEMENT Attached to Policy No. TAAH50039250.545345 Our Order No. 50039250 Issued By First American Title Insurance Company The Company insures against loss or damage sustained by the Insured if the exercise of the granted or reserved rights referred to in Exception(s) 12 of Schedule B results in: (1)damage to existing and future improvements located on the Land, or (2)enforced removal or alteration of existing and future improvements located on the Land . This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. First American Title Insurance Company By: Land Title Guarantee Company By: Authorized Signature Copyright 2006-2014 American Land Title Association. All Rights Reserved The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA 15.1 – 06 NON-IMPUTATION Owner ENDORSEMENT Attached to Policy No. TAAH50039250.545345 Our Order No. 50039250 Issued By First American Title Insurance Company For purposes of the coverage provided by this endorsement, Eagle Realty Investments, Inc., and Frontage Lodging Investor Holdings, LLC (“Additional Insured”) is added as an Insured under the policy. By execution below, the Insured named in Schedule A acknowledges that any payment made under this endorsement shall reduce the Amount of Insurance as provided in Section 10 of the Conditions. The Company agrees that it will not assert the provisions of Exclusions from Coverage 3(a), (b), or (e) to deny liability for loss or damage otherwise insured against under the terms of the policy solely by reason of the action or inaction or Knowledge, as of Date of Policy, of PH Vail Hotel Owner, LLC and its agents imputed to the Additional Insured by operation of law, to the extent of the percentage interest in the Insured acquired by Additional Insured as a purchaser for value without Knowledge of the asserted defect, lien, encumbrance, adverse claim or other matter insured against by the policy. This endorsement is issued as part of the Policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the Policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the Policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the Policy and of any prior endorsements. Insured Vail Hotel Owner ESHV, LLC, a Delaware limited liability company By: Vail Hotel Holdings ESHV, LLC, a Delaware limited liability company, its sole Member By: PH Vail Hotel Owner, LLC, an Illinois limited liability company, its Managing Member (ORIGINAL SIGNED INSTRUMENT SAVED AS OUR DOCUMENT ESI #- 20615938 ) _________________________________________ Peter G. Dumon, its Manager First American Title Insurance Company By: Land Title Guarantee Company ALTA 15.1 – 06 NON-IMPUTATION Owner ENDORSEMENT Attached to Policy No. TAAH50039250.545345 Our Order No. 50039250 Issued By First American Title Insurance Company By: Authorized Signature