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HomeMy WebLinkAboutC08-037Land Title Guarantee Company Date: September 11, 2007 HOGAN & HARTSON mstemfield@hhlaw.com Re: Your Ref. Number Enclosed please find your Land Title Guarantee Company loan policy insuring the property at DE -ICING FACILITY and owned by EAGLE COUNTY AIR TERMINAL CORPORATION. A COLORADO NONPROFIT CORPORATION The following endorsements are included in this policy: Please review this policy in its entirety. In the event that you find any discrepancy, or if you have any questions or comments regarding your policy, you may contact Title Department Phone: 970 - 476 -2251 Fax: 970 - 476 -4732 Please refer to our Order No. VC50014961 *1 We at Land Title Guarantee Company believe in delivering quality products that meet your needs, and our goal is to provide the most efficient, reliable service in the industry. Thank you for giving us the opportunity to serve you! Sincerely, Land Title Guarantee Company American Land Title Association LOAN POLICY (10- 17 -92) CHICAGO TITLE INSURANCE COMPANY SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS AND STIPULATIONS, CHICAGO TITLE INSURANCE COMPANY, a Missouri corporation, herein caged the Company, insures, as of Date of Policy shown in Sdhohde A. against loss or damage, not exceeding the Amount of Insurance stated in Schedule A, sustained or Incurred by reason of. 1. Title to the estate of interest described in Schedule A being vested other than as stated therein; 2. Any defect in or Den or encumbrance on the title; 3. UnmarketabhTity of the title; 4. Lack of a right of access to and from the land; 5. The Invalidity or wenforceabi ty of the Hen of the insured mortgage upon the title; 6. The priority of any Hen or encumbrance over the Den of the bowed mortgage; 7. Lade of priority of the Den of the bowed mortgage over any statutory Den for services, labor or material; (a) arising from an improvement or work related to the land which is contracted for or commenced prior to Date of Policy; or 0) arising from an improvement or work related to the land which is contracted for or commenced subsequent to Date of Policy and which is financed in whole or in part by proceeds of the indebtedness secured by the insured mortgage which at Date of Policy the insured has advanced or is obligated to advance; B. The invalidity or uienforceabigty of any assignment of the hawed mortgage, provided the assignment is shown on Schedule A, or the failure of the assignment shown in Schedule A to vest title to the bound mortgage in the named insured assignee free and dear of ail Hens. The Company will also pay the costs, attorney's fees and expenses incurred in defense of the title or the lien of the insured mortgage, as insured, but only to the extent provided in the Conditions and Stipulations. IN WITNESS WHEREOF, CHICAGO TITLE INSURANCE COMPANY has caused this policy to be signed and sealed as of Date of Policy shown in Schedule A, the policy to become valid when countersigned by an authorized signatory. 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 which arise by reason of 1. (a) Any law, ordinance or governmental regulation (including but not limited to building and zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating to 0i the occupancy, use, or enjoyment of the land, (b) the character dmhosiors or location of any improvement now or hereafter erected on the land (m a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a park of (W) environmental protection, or the effect of any violation of time laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, Den or encumbrance resulting from a violation or aged violation affecting the land has been recorded in the public records at Date of Policy. (b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or a notice of a defect, Hen or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2. Rights of ambient domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects, liens, encumbrances, adverse claims or other matters, (a) Created, suffered, assumed or agreed to by the Insured claimant; @) riot known to the Company, not recorded in the pubfic records at Date of Policy, but known to the Insured claimant and not disclosed in writing to the Company by the bowed claimant inured prior to the date the insured claimant became an insured undo this policy, (c) resulting In no loss or damage to the insured claimant; (d) attaching or created subsequent to Date of Policy (except to the extent that this Issued through the Office of: LAND TITLE GUARANTEE COMPANY 108 S FRONTAGE RD W 6203 VAIL, CO 81657 970-076.2251 &AW n. Authorized Signature AL.CHI (Form 8257) Cover Page 1 of 4 policy homes the priority of the fen of the brained mortgage over any statutory Hen for services, labor or material); or (e) resulting in loss or damage which would not have been sustained If the insured claimant had pain vane for the hsured mortgage. 4. Wnenforceability of the Den of the insured mortgage because of the inability or failure of the insured at Date of Policy, or the inability or failure of any subsequent owner of the indebtedness, to comply with applicable doing business laws of the state in which the land is situated 5. Immefidnty or umeafmceability of the Hen of the bowed mortgage, or claim thereof, which arises out of the transaction evidenced by the insured mortgage and is based upon usury or any consumer credit protection or truth in lending law. 6. Any statutory Den for services, labor or materials (or the claim of priority of any statutory Dien for services, labor or materials over the lien of the Insured mortgage) arising from an improvement or work related to the land which is contracted for and commenced subsequent to Date of Policy and Is net financed in whole or in part by proceeds of the indebtedness seemed by the Insured mortgage which at Date of Policy the bowed has advanced or is obligated to advance. 7. Any claim, which arises out of the transaction creating the interest of the mortgagee Insured by this poficy, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that is based on: (a) the transaction creating the interest of the insured mortgagee being deemed a fraudulent conveyance or freudi dent transfer, or (b) the subordination of the interest of the bowed mortgagee as a result of the application of the doctrine of equitable subordination, or (c) the transaction meeting the interest of the insured mortgagee being deemed a preferential transfer except where the preferential transfer results from the fall re; (l) to timely record the Instrument of transfer, or Nl of such recordation to hmpart notice to a purchaser for value or a judgment or Den creditor. CHICAGO TITLE INSURANCE COMPANY r� .WOrrgl-,Fp / ► "l /V x /Lam• v CONDITIONS AND STIPULATIONS 1. Definition of Term, The following terms when used In this policy mean: (a) "insured ": the insured named In Schedule A. The term "insured" also inhales: 0i the owner of the indebtedness secured by the insured mortgage and each successor in ownership of the indebtedness except a successor who is an obligor user the provisions of Section 12(c) of these Conditions and Stipulations (reserving, however, all rights and defenses as to any successor that the Company would have had against any predecessor insured, unless the successor acquired the Indebtedness as a purchaser for value without knowledge of the asserted defect, Hen, encumbrance, adverse claim or other matter insured agaInSt by this policy as affecting title to the estate or interest in the land); (n) any governmental agency or governmental instrumentality which is an insurer or guarantor under an Insurance contract or guaranty insuring or guaranteeing the Indebtedness secured by the insured mortgage, or any part thereof, whether named as an insured herein or not (m') the parties designated In Section 2(a) of these Conditions and Stipulations. (b) "Insured claimant": an Insured claiming loss or damage, (c) "knowledge" or "known ": actual knowledge, not constructive knowledge or notice which may be imputed to an insured by reason of the public records as defined In this policy or any other records which impart constructive notice of matters affecting the land. (d) "land ": the land described or referred to in Schedule A, and improvements affixed thereto which by haw constitute reel property. The term "land" does not include any property beyond the foes of the area described or referred to In Schedule A, oor any right, title, Interest, estate or easement in abutting streets, roads, avenues, alleys, lanes, ways, or waterways, but nothing herein shag modify or limit the extent to which a fight of access to and from the land is Insured by this policy. (e) "mortgage ": mortgage, deed of trust, trust deed, or other security Instrument. (f) "public records ": records established under state statutes as 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 Section 1(a)(iv) of the Exclusions from Coverage, "public records" shag also Include environmental protection Hens Red in the records of the clerk of the United States District Court for the district in which the land is located (g) "hmmarketaIn7ity of the title ": an alleged or apparent matter affecting the title to the land, not excluded or excepted from coverage, which would entitle a purchaser of the estate or interest described In Schedule A or the Insured mortgage to be released from the obligation to purchase by virtue of a contractual condition requiring the delivery of marketable title. 2. Continuation of Insurance. (a) After Acquisition of Title. The coverage of this policy shag continue In force as of Date of Policy in favor of ( an Insured who acquires all or any part of the estate or interest In the land by foreclosure, trustee's sale, conveyance In Heu of foreclosure, or other legal manner which discharges the Hen of the insured mortgage, an a transferee of the estate or interest so acquired from an Insured corporation, provided the transferee is the parent or wholly-owned subsidiary of the Insured corporation, and their corporate successors by operation of law and not by purchase, subject to any rights or defenses the Company may have against any predecessor Insureds; arid (m� any governmental agency or governmental Instrumentality which acquires all or any part of the estate or interest pursuant to a contract of Insurance or guaranty insuring or guaranteeing the Indebtedness secured by the insured mortgage. @) After Conveyance of Tide. The coverage of this policy shag confine In force as of Date of Policy in favor of an Insured only so long as the insured retains an estate or Interest In the land, or holds an indebtedness secured by a purchase money mortgage given by a purchaser from the insured, or only so long as the Inured sham have liability by reason of covenants of warranty made by the insured In any transfer or conveyance of to estate or interest. This policy sham not contInUe In force In favor of any purchaser from the Insured of either () an estate or Interest in the land, or (b) an indebtedness secured by a purchase money mortgage given to the Insured. (c) Amount of Insurance. The amount of Insurance after the acquisition or after the conveyance shag In neither event exceed the least of, (i) the Amount of Insurance state In Schedule A; (u) the amount of the principal of the Indebtedness secured by the insured mortgage as of date of Policy, Interest thereon, expenses of foreclosure, amounts advanced pursuant to the insured mortgage to assure compliance with laws or to protect the Hen of the insured mortgage prior to the time of acquisition of the estate or interest in the lend and secured thereby and reasonable amounts expended to prevent deterioration of improvements, but reduced by the amount of all payments made; or (M) the amount paid by any governmental agency or governmental instrumentality, if the agency or Instrumentality is the Insured claimant, In the acquisition of the estate or Interest In satisfaction of its insurance contract or guaranty. 0111KIV 3. Notice of Claim to be Given by Insured Claimant. The Insured shag notify the Company promptly In writing n In case of any litigation as set forth in Section 4(a) below, (in) in case knowledge shag come to an insured hereunder of any claim of title or interest which is adverse to the title to the estate or interest or the Hen of the insured mortgage, as insured, and which might cause loss or damage of which the Company may be liable by virtue of this policy, or (7 if title to the estate of interest or the Hen of the Insured mortgage, as insured, is rejected as unmarketable. If prompt notice shag not be given to the Company, then as to the insured all Mility of the Company shag terminate with regard to the matter or matters for which prompt notice is required; provided, however, that failure to notify the Company shag In no case prejudice by the failure and than only to the extent of the prejudice. 4. Defense and Prosecution of Actions: Duty of Insured Claimant to Cooperate. (a) Upon written request by the Insured and subject to the options contained In Section 6 of these Conditions and Stipulations, the Company at its own cost and without unreasonable delay, shag provide for the defense of an insured in litigation in which any third party asserts a claim adverse to the title or Interest as Insured, but only as to those stated causes of action alleging a defect, Hen or encumbrance or other matter insured against by this policy. The Company shag have the right to select counsel of its choice (subject to to right of the insured to object for reasonable carne) to represent the Insured as to those stated canines of actiern and shag not be gable 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 these causes of action which allege matters not insured against by this policy. (b) The Company shag have the right, at its own cost, to institute and prosecute any action or proceeding or to do any other act which In its opinion may be necessary or desirable to establish the title to the estate or Interest or the fen of the Insured mortgage, as insured, or to prevent or reduce loss or damage to the insured. The Company may take any appropriate action wider the terns of this policy, whether or not it shag be liable hereunder, and shag not thereby concede liability or waive any provision of this policy. If the Company shag exercise its rights under ti's paragraph, it shag do diligently. (c) Whenever the Company shag have brought an action or Interposed a defense as required or permitted by the provisions of this policy, the Company may pursue any litigation to foal determination by a court of competent jurisdiction and expressly reserves the right, In its sole descretion, to appeal from any adverse judgment or order. (d) In all cases where tits policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding, the Insured shag secure to the Company the right to so prosecute or provide defense In the action or proceeding, end all appeals thereon, and permit the Company 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, shag give the Company all reasonable aid () in any action or proceeding, secufing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (H) In any other lawful act which In the opinion of the Company may be necessary or desirable to establish the title to the estate or interest or the Hen of the insured mortgage, 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 wider the policy shag terminate, including any liability or obligation to defend, prosecute, or continue any ftigation, with regard to the matter or mattes regntrinli such cooperation. 5. Proof of loss or Damagg In addition to and after the notices required wider Section 3 of these Conditions and Stipulations have been provided to the Company, a proof of loss or damage signed and sworn to by the insured claimant shag be furnished to the Company within 90 days after the Insured claimant shag ascertain the facts giving rise to the loss or damage. The proof of doss or damage shall describe the defect In, or Hen or encumbrance on the title, or other matter Insured against by this policy which constitutes the bass of doss or damage and shag state, to the extent possible, the basis of calculating the amount of the loss or damage. If the Company is prejudiced by the failure of the Insured claimant to provide the required proof of loss or damage, the Company's obH §ations to the Insured wider the policy shag terminate, Including any liability or obligation to defend, prosecute, or continue any fttigation, with regard to the matter or matters requiring such proof of loss or damage. In addition, the insured claimant may reasonably be required to submit to examination wider oath by any authorized representative of the Company and sag produce for examination, Inspection and copying, at such reasonable tines and places as may be designated by any authorized representative of the Company, all records, books, ledgers, checks, correspondence and memoranda, whether bearing a date before or after Date of Policy, which reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the insured claimant toll grant its permission, in writing, for any authorized representative of the Company to examine, Inspect and copy all records, books, ledgers, checks, correspondence and memoranda In the custody or control of a third party, which 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 other reasonably requested information or grant permission to secure reasonably necessary information form third parties as required in this paragraph, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this policy as to that claim. 6. Options to Pay or Otherwise Settle Claims: Termination of Lia i tv. In case of a claim under this policy, the Company shag have the following additional options: (a) To Pay or Tender Payment of the Amount of Insurance or to Purchase the Indebtedness. () to pay or tender payment of the amount of insurance minder this policy together with any costs, attorneys' fees and expenses inured by the insured clamant, which were authorized by the Company, up to the time of payment or tender of payment and which the Company is obligated to pay; or (m) to purchase the indebtedness secured by the insured mortgage for the amount owing thereon together with any costs, attorneys' fees and expenses moored by the minstrel clamant which were authorized by the Company up to the thne of purchase and which the Company is obligated to pay. If the Company offers to purchase the indebtedness as herein provided, the owner of the indebtedness shag transfer, assign, and convey the indebtedness ail the insured mortgage, together with any collateral security, to the Company upon payment therefore. Upon the exercise by the Company of either of the options provided for in paragraphs (a)() or (7, all liability and obligations to the insured under this policy, other than to make the payment requied In those paragraphs, shag terminate, including any Dabdity or obligation to defend, prosecute, or continue any litigation, and the policy shag be surrendered to the Company for cancellation. (b) To Pay or Otherwise Settle With Parties Other Than the Insured or With The Insured Claimant. (1) to pay or otherwise settle with other parties for or in the name of an Insured claimant any claim Insured against under this policy, together with any costs, attorneys' fees and expenses Incurred by the Insured claimant which were authorized by the Company up to the time of payment and which the Company is obligated to pay; or no to pay or otherwise settle with the Insured claimant the loss or damage provided for miler this policy, together with any costs, attorneys' fees and expenses incurred by the insured claimant which were authorized by the Company up to the time of payment and which the Company is obligated to pay. Upon the exercise by the Company of either of the options provided for In paragraphs @N1 or no the Company's obligations to the insured under this policy for the claimed doss or damage, other than the payments required to be made, shag terminate, including any Dabdity or obligation to defend, prosecute, or continue any litigation. 7. Determination and Extent of Liability. This policy is a contract of indemnity against actual monetary loss or damage sustained or Incurred by the Insured daanant who has suffered loss or damage by reason of matters Insured agahmst by this policy and only to the extent herein described. (a) The liability of the Company under this policy shall not exceed the least of n the Amount of Insurance stated In Schedule A, or, if applicable, the amount of Insurance as defined in Section 2(c) of those Conditions and Stipulations, (o) the annum o the unpaid principal Indebtedness secured by the insured mortgage as limited or provided under Section 8 of these Conditions and Stipulations or as reduced under Section 9 of these Conditions and Stipulations, at the time the loss or damage insured against by this policy occurs, together with Interest thereon; or lw the difference between the value of the insured estate or Interest as insured and the value of the insured estate or interest subject to the defect, Den or encumbrance insured against by this policy. (b) In the event the insured has acquired the estate or interest In the mammer described in Section 2(a) of these Conditions and Stipulations or has conveyed the title then the liability of the Company shag continue as set forth in Section 7(a) of these Conditions and Stipulations. (c) The Company will pay only those costs, attorneys' fees and expenses incurred In accordance with Section 4 of these Conditions and Stipulations. 8. Lmdation of Liali ty. (a) If the Company establishes the title, or removes the alleged defect, Den or encumbrance, or cures the lack of a right of access to or from the land, or cures the Wain of unmarketabi6ty of title, or otherwise establishes the Den of the Insured mortgage, all as inured, in a reasonably diligent manner by any method, Including litigation and the completions of any appeals therefrom, it shall have fully performed AL.CHI.3 Cover Page 3 of 4 its obligations with respect to that matter and shall not be liable for any loss or damage caused thereby. (b) In the event of any fdigation, including litigation by the Company or with the Company's consent, the Company shag have no Debility for loss or damage until there has been a final determination by a court of competent jurbiliction, and disposition of all appeals therefrom, adverse to the M or to the Den of the hawed mortgage, as he ured. (c) The Company shell not be gable for loss or damage to any insured for fialuTmty voluntarily assumed by the Insured In settling any claim or suit without the prior written consent of the Company. (d) The company shag not be liable for: n any indebtedness created subsequent to Date of Policy except for advances made to protect the Dam of the insured mortgage and secured thereby and reasonable amounts expended to prevent deterioration of Improvements, a ( cconstruction loan advances made subsequent to Date of Policy, except constriction loan advances made subsequent to Date of Policy for the purpose of financing acing in whole or In part the construction of an improvement to the land which at Date of Policy were secured by the insured mortgage and which the insured was and continued to be obligated to advance at and after Date of Policy. 9. Reduction of Insurance, Reduction or Termination of Uab%. (a) All payments ender this policy, except payment made for costs, attorneys' fees and expenses, shag reduce the amount of the insurance pro tanto. However, any payments made prior to the acquisition of title to the estate or interest as provided In Section 2(a) of these Conditions and Stipulations shell not reduce pro tanto the amount of the insurance afforded under this policy except to the extent that the payments reduce the amount of the indebtedness seared by the Insured mortgage. (b) Payment In part by any person of the principal of the indebtedness, or any other obligation secured by the Insured mortgage, or any voluntary partial satisfaction or release of the insured mortgage, to the extent of the payment satisfaction or release, shag reduce the amount of insurance pro tanto. The amount of Insurance may thereafter be increased by accruing interest and advances made to protect the lion of the insured mortgage and seared thereby, with Interest thereon, provided In no event shag the anewt of insurance be greater than the Amount of Insurance stated In Schedule A. (c) Payment In full by any person or the voluntary satisfaction or release of the insured mortgage slag terminate all liability of the Company except as provided In Section 2(a) of these Conditions and Stipulatias. 10. laabgity Noncumulative. If the Insured acquires title to the estate or Interest in satisfaction of the Indebtedness secured by the Insured mortgage, or any part thereof, it is expressly understood that the amount of Insurance under this policy shag be reduced by any amount the Compaq may pay 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 hereafter executed by an insured and which is a charge or Den on the estate or interest described or referred to In Schedule A, and the amourt se paid shag be deemed a payment under this poky. 11, Payment of loss. (a) No payment shag be made without producing this policy for endorsement of the payment unless the policy been lost or destroyed, in which case proof of loss or destruction shall be furnished to the satisfaction of the Company. (b) When Dabi6ty and the extent of loss or damage has been definitely fixed In accordance with the Conditions and Stipulations, the loss or damage slag be payable within 30 days thereafter. 12. Subrogation Upon Payment or Settlement. (a) The Company's Right of Subrogation. Whenever the Company shag have settled and paid a claim under this policy, all right of subrogation shag vest In the Company unaffected by any act of the insured claimant. The Company shag be subrogated to and be entitled to all rights and remedies which the insured claim= would have tied against any person or property In respect to the claim had this policy not been issued. If requested by the Company, the limed claimant shag transfer to the Company all rights and remedies against any person or property necessary in order to perfact this right of subrogation. The insured claimant shag permft the Company to sue, compromise or settle In the name of the insured cW=t and to use the nacre of the Inured claimant in any transaction or litigation involving these rights or remedies. If a payment on account of a Wain does not fully cover the loss of the insured claimant, the Company shag be subrogated to all rights and remadies of the insured clamant after the inured claimant shag have recovered its principal, interest, and costs of collection. (b) The Insured's Rights and Limitations. Notwithstanding the foregoing, the owner of the indebtedness secured by the insured mortgage, provided the priority of the lien of the insured mortgage or its enforceability is not affected, may release or substitute the personal liability of any debtor or guarantor, or extend or otherwise modify the terms of payment, or release a portion of the estate of interest from the fen of the insured mortgage, or release any collateral security for the indebtedness. When the permitted acts of the insured claimant occur and the insmad has knowledge of any claim of tide or interest adverse to the title to the estate or interest or the priority or enforceability of the Hen of the insured mortgage, as insured, the Compaq shag be required to pay only that part of any losses insured against by this Poky which shag exceed the amount if any, lost to the Company by reason of the impairment by the insured claimant of the Company's right of subrogation. (c) The Company's Rights Against Non- insured Obligors. The Company's right of subrogation against own- insured obligors shag exist and shag include, without limitation, the rights of the insured to indemnities, guaranties, other policies of insurance or bonds, notwithstanding any terms or conditions contained in those instruments which provide for subrogation fights by reason of this policy. The Company's right of subrogetion shag not be avoided by acquisition of the insured mortgage by an obligor (except an obligor described In Section 1(a)(b) of these Conditions and Stipulations) who acquires the insured mortgage as a result of an indemnity, guarantee, other policy of insurance, or bond and the obligor will not be an insured wider this policy, notwithstanding Section 1(a)n of these Conditions and Stipulations. 13, Arbitration. Unless prohibited by applicable taw, either the Company or the insured may demand arbitration pursuant to the Tittle Insurance Arbitration Rules of the American Arbitration Assocition. Arbitrable matters may include, but are net limited to, and controversy or claim between the Compaq and the Insured arising out of or relating to this policy, any service of the Company on connection with its issuance or the breach of a policy provision or other obligation. Ali arbitrable matters when the Amount of Insurance is $1,000,000 or less shag be arbitrated at the option of either the Company or the insured. AO arbitrable matters when the Amount of Insurance is In excess of $1,000,000 AL.CHI.4 Cover Page 4 of 4 shag be arbitrated only when agreed to by both the Company and the insured. Arbitration pursuant to this policy and under the Rules In effect on the date the demand for arbitration is made or, at the option of the insured, the Rides In effect at Date of Policy shag be liming upan the part=. The award may include attorneys' fees only if the laws of the state In which the lam is located permit a court to award attorneys' fees to a prevagmg party. Judgment upon the award rendered by the Arbitrator(s) may be interest in any court having junsugcton thereof. The law of the situ of the land shag apply to an arbitration under the Title Insurance Arbitration Rules. A copy of the Rules may to obtained from the Company upon request 14. liabRU Limited to This Pogry, Poky Entire Contract. (a) This policy together with all endorsements, if any, attached hereto by the Company is the entire policy and contract between the insured and the Company. In interpreting any provision of this policy, this policy shag be construed as whole. @) Any claim of loss or damage, whether or not based on negligence, and which arises out of the status of the Hen of the Insured mortgage or of the fide to the estate or interest covered hereby or by any action asserting such claim, shall be restricted to this policy. (c) No amendment of or endorsement to this policy can be made except by a writingi endorsed hereon or attached hereto signed by either the President, a Vice President the Secretary, an Assistant Secretary, or validating officer or authorized signatory of the Compaq. 15. Severalift.. In the event any provison of this policy is held Invalid or unenforceable under applicable law, the policy shag be deemed not to include that provision and all other provisions shag remain in full force and effect. 16. Notices, Where Sent. Ali notices required to be given the Compaq and any statement In writing required to be famished the Compaq shag include the number of this policy and shag be addressed to the Compaq at the issuing office or to: Chicago TO Insurance Company Claims Dept. 111 North Clark Street Chicago, Illinois 60601.3294 Form AL/CHI Chicago Policy No. 72107- 10002133 Our Order No. VC50014961 *1 Property Address: DE -ICING FACILITY LTG Policy No. CTEJ50014961 * 1 This Policy is issued in lieu of Policy No. CTEJ50014961 which is(are) hereby cancelled. Amount $3,000,000.00 Schedule A 1. Policy Date: June 30, 2006 at 5:00 P.M. 2. Name of Insured: US BANK NATIONAL ASSOCIATION, AS TRUSTEE 3. The estate or interest in the land described or referred to in this Schedule and which is covered by this policy is: SEE ATTACHED 4. Title to the estate or interest covered by this policy at the date hereof is vested in: EAGLE COUNTY AIR TERMINAL CORPORATION, A COLORADO NONPROFIT CORPORATION 5. The mortgage, herein referred to as the insured mortgage, and the assignments thereof, if any are described as follows: DEED OF TRUST DATED JUNE 01, 2006 FROM EAGLE COUNTY AIR TERMINAL CORPORATION, A COLORADO NONPROFIT CORPORATION TO THE PUBLIC TRUSTEE OF EAGLE COUNTY FOR THE USE OF US BANK NATIONAL ASSOCIATION, AS TRUSTEE TO SECURE THE SUM OF $3,000,000.00, AND ANY OTHER AMOUNTS PAYABLE UNDER THE TERMS THEREOF, RECORDED JUNE 30, 2006, UNDER RECEPTION NO. 200617626. 6. The land referred to in this policy is described as follows: SEE ATTACHED PAGES) FOR LEGAL DESCRIPTION This Policy Valid only if Schedule B is attached. Land Title Guarantee Company Representing Chicago Title Insurance Company Our Order No. VC50014961 *1 3. The estate or interest in the land described or referred to in this Schedule and which is covered by this policy is: A Leasehold interest as to Parcel 1 A fee simple as to Parcel 2 Our Order No. VC50014961 *1 EXHIBIT "A" LEGAL DESCRIPTION PARCEL 1: LTG Policy No. CTEJ50014961 * 1 A LEASEHOLD ESTATE CREATED BY THE DE -ICING FACILITY GROUND LEASE DATED AS OF JUNE 2, 2006 BETWEEN THE COUNTY OF EAGLE, STATE OF COLORADO, AS LESSOR, AND EAGLE COUNTY AIR TERMINAL CORPORATION (THE "CORPORATION'), AS LESSEE, UPON AND SUBJECT TO ALL OF THE TERMS THEREIN CONTAINED, RECORDED IN THE RECORDS OF EAGLE COUNTY, COLORADO, ON JUNE 30, 2006 AT RECEPTION NO. 200617625, AND AS ASSIGNED TO U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE (THE "TRUSTEE ") UNDER TRUST INDENTURE DATED AS OF JUNE 1, 1996 BETWEEN THE CORPORATION AND THE TRUSTEE, RECORDED IN THE RECORDS OF EAGLE COUNTY, COLORADO ON JULY 9, 1996, AT RECEPTION NO. 595458, AS AMENDED BY THE FIRST SUPPLEMENTAL TRUST INDENTURE DATED AS OF JUNE 1, 2001 BETWEEN THE CORPORATION AND THE TRUSTEE, RECORDED IN THE RECORDS OF EAGLE COUNTY, COLORADO ON JUNE 14, 2001, AT RECEPTION NO. 759559, AND AS FURTHER AMENDED BY THE SECOND SUPPLEMENTAL TRUST INDENTURE DATED AS OF JUNE 1, 2006 BETWEEN THE CORPORATION AND THE TRUSTEE, RECORDED IN THE RECORDS OF EAGLE COUNTY, COLORADO ON JUNE 30, 2006, AT RECEPTION NO. 200617627, LEASING THE FOLLOWING: WEST DE -ICING PARCEL A parcel of land being a portion of Tracts 57 and 60, of the SUPPLEMENTAL PLAT accepted by the General Land Office on June 6, 1923, lying in Section 3, Township 5 South, Range 85 West of the 6th Principal Meridian, County of Eagle, State of Colorado, being more particularly described as follows: COMMENCING at Corner #3 of said Tract 53, (a found 2 1/2 " Brass Cap stamped "US General Land Office T5S R85N TR56 TR54 TR53 2 3 "); WHENCE Corner #1 of Tract 54, said SUPPLEMENTAL PLAT, (a found 2 1/2" GLO Brass Cap stamped "US General Land Office T5S R85W TR53 TR54 S2 1918 ") bears S 88 DEGREES 08 MINUTES 48 SECONDS E (Basis of Bearing - assumed) a distance of 2641.22 feet; THENCE S 84 DEGREES 21 MINUTES 10 SECONDS W a distance of 3640.89 feet to the POINT OF BEGINNING; THENCE S 82 DEGREES 49 MINUTES 58 SECONDS W a distance of 465.00 feet; THENCE N 07 DEGREES 10 MINUTES 02 SECONDS W a distance of 240.00 feet; THENCE N 82 DEGREES 49 MINUTES 58 SECONDS E a distance of 465.00 feet; THENCE S 07 DEGREES 10 MINUTES 02 SECONDS E a distance of 240.00 feet to the POINT OF BEGINNING. and EAST DE -ICING PARCEL A parcel of land being a portion of Tracts 53 and 56, of the SUPPLEMENTAL PLAT accepted by the General Land Office on June 6, 1923, lying in Sections 2 and 3, Township 5 South, Range 85 West of the 6th Principal Meridian, County of Eagle, State of Colorado, being more particularly described as follows: COMMENCING at Corner #3 of said Tract 53, (a found 2 1/2" Brass Cap stamped "US General Land Office T5S R85N TR56 TR54 TR53 2 3 "); Our Order No. VC50014961 *1 EXHIBIT "A" LEGAL DESCRIPTION LTG Policy No. CTEJ50014961 * 1 WHENCE Corner #1 of Tract 54, said SUPPLEMENTAL PLAT, (a found 2 1/2" GLO Brass Cap stamped "US General Land Office T5S R85W TR53 TR54 S2 1918 ") bears S 88 DEGREES 08 MINUTES 48 SECONDS E (Basis of Bearing - assumed) a distance of 2641. 22 feet; THENCE N 81 DEGREES 49 MINUTES 55 SECONDS E a distance of 90.40 feet to the POINT OF BEGINNING; THENCE S 82 DEGREES 49 MINUTES 58 SECONDS W a distance of 415.00 feet; THENCE N 07 DEGREES 10 MINUTES 02 SECONDS W a distance of 412.50 feet; THENCE N 82 DEGREES 49 MINUTES 58 SECONDS E a distance of 615.00 feet; THENCE S 47 DEGREES 21 MINUTES 46 SECONDS W a distance of 245.57 feet; THENCE S 07 DEGREES 10 MINUTES 02 SECONDS E a distance of 270.00 feet to the POINT OF BEGINNING. EXCEPTING HEREFROM ANY AND ALL IMPROVEMENTS ON THE ABOVE DESCRIBED PROPERTIES. PARCEL 2: ALL IMPROVEMENTS EXISTING AND HEREAFTER BUILT ON THE PROPERTY DESCRIBED IN PARCEL L Form AL /CHI Chicago Policy No. 72107 - 10002133 Our Order No. VC50014961 *1 Schedule B - I LTG Policy No. CTEJ50014961 *1 This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of: General Exceptions: 1. Rights or claims of parties in possession not shown by the public records. 2. Easements, or claims of easements, not shown by the public records. 3. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, and any facts which a correct survey and inspection of the premises would disclose and which are 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. TAXES AND ASSESSMENTS FOR THE YEAR 2006 AND SUBSEQUENT YEARS. 6. RIGHT OF WAY FOR DITCHES OR CANALS CONSTRUCTED BY THE AUTHORITY OF THE UNITED STATES AS RESERVED IN UNITED STATES PATENT RECORDED JULY 08, 1890, IN BOOK 35 AT PAGE 346. 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 JULY 08, 1890, IN BOOK 35 AT PAGE 346. 8. RIGHT OF WAY EASEMENT AS GRANTED TO COLORADO UTE ELECTRIC ASSOCIATION IN INSTRUMENT RECORDED DECEMBER 23, 1963, IN BOOK 178 AT PAGE 421. 9. TERMS, CONDITIONS AND PROVISIONS OF GRANT OF EASEMENT RECORDED DECEMBER 07, 1989 IN BOOK 519 AT PAGE 379. 10. TERMS, CONDITIONS AND PROVISIONS OF GRANT OF EASEMENT RECORDED AUGUST 22, 1996 IN BOOK 703 AT PAGE 534. 11. RIGHT OF WAY EASEMENT AS GRANTED TO HOLY CROSS ELECTRIC ASSOCIATION, INC. IN INSTRUMENT RECORDED AUGUST 15, 2001, UNDER RECEPTION NO. 764898. 12. TERMS, CONDITIONS AND PROVISIONS OF PLANNED UNIT DEVELOPMENT RECORDED AUGUST 21, 1996 IN BOOK 703 AT PAGE 428. Form AL /CHI Chicago Policy No. 72107- 10002133 Our Order No. VC50014961 *1 Schedule B - I LTG Policy No. CTEJ50014961 *1 13. TERMS, CONDITIONS AND PROVISIONS OF CLAIM OF PERPETUAL LIEN RECORDED NOVEMBER 02, 1992 IN BOOK 593 AT PAGE 138 AND AMENDMENT RECORDED FEBRUARY 4, 1993 IN BOOK 600 AT PAGE 790. 14. TERMS, CONDITIONS AND PROVISIONS OF INTERGOVERNMENTAL AGREEMENT RECORDED MAY 31, 1988 IN BOOK 484 AT PAGE 726. 15. TERMS, CONDITIONS AND PROVISIONS OF PROJECT AGREEMENT RECORDED JULY 09, 1996 IN BOOK 699 AT PAGE 467 AND SUPPLEMENT RECORDED JUNE 14, 2001 RECEPTION NO. 759558. 16. RIGHT OF WAY EASEMENT AS GRANTED TO HOLY CROSS ELECTRIC ASSOCIATION, INC. IN INSTRUMENT RECORDED DECEMBER 26, 2001, UNDER RECEPTION NO. 780910. 17. TERMS, CONDITIONS AND PROVISIONS OF EASEMENT RECORDED OCTOBER 18, 2004 AT RECEPTION NO. 894555. 18. LACK OF ACCESS TO AND FROM PUBLIC ROAD, HIGHWAY, OR STREET. 19. RIGHT OF WAY EASEMENT AS GRANTED TO HOLY CROSS ENERGY IN INSTRUMENT RECORDED JUNE 01, 2006, UNDER RECEPTION NO. 200614449. ITEMS 1 THROUGH 4 OF THE GENERAL EXCEPTIONS ARE HEREBY DELETED. LAND TITLE GUARANTEE COMPANY ENDORSEMENT 110.5 Case VC50014961 Policy CTEJ50014.961 �")an # The Company hereby insures that by an agreement executed by EAGLE COUNTY AIR TERMINAL CORPORATION, A COLORADO NONPROFIT CORPORATION daLe?J _ ARx _30, 2007 L recorded MAY 3, 2007 UNDER RECEPTION N0. 200711430 the mortgage referred to in Schedule A or the obligation secured thereby has been modified and that said mortgage is prior to any liens or encumbrances affecting said estate or interest, other than those shown in Schedule B -I as prior to said mortgage, except: THOSE ITEMS AS SHOWN ON EXHIBIT A ATTACHED HERETO AND MADE A PART HEREOF. "he Company hereby insures against loss or damage which said Insured shall .3ustain in the event that the assurance herein shall prove to be incorrect. the total liability of the Company under said policy and any endorsements r_nerein shall not exceed, in the aggregate, the face amount of said policy and costs which the Company is obligated under the Conditions and Stipulations thereof to pay. This endorsement is made a part of said policy and is subject to the tichedu -es, C'nndit.:ons and Stipulations therein, except as modified by the provisions hereot. This endorsement is not_ to be construed as insuring the title to said a:;tare nr inrerest as of any, later than the date of said policy, except as Herein expre:=s_y provided as to the subject matter hereof. May 03, 2007 Cou t signed: A Au arized ricer o nt Representing Chicago Title Insurance Company EXHIBIT A to endorsement Our Order No. V50018473 -3 110.5 RIGHT OF THE PROPRIETOR OF A VEIN OR LODE TO EXTRACT AND REMOVE HIS ORE THEREFROM, SHOULD THE SAME BE FOUND TO PENETRATE OR INTERSECT THE PREMISES HEREBY GRANTED, AND A RIGHT OF WAY FOR DITCHES OR CANALS CONSTRUCTED BY THE AUTHORITY OF THE UNITED STATES, AS RESERVED IN UNITED STATES PATENTS RECORDED IN BOOK 35 AT PAGE 346, IN BOOK 93 AT PAGE 243. RIGHT OF WAY FOR DITCHES OR CANALS CONSTRUCTED BY THE AUTHORITY OF THE UNITED STATES AS RESERVED IN UNITED STATES PATENT RECORDED IN BOOK 93 AT PAGE 243. RESERVATION AS CONTAINED IN WARRANTY DEED RECORDED FEBRUARY 1, 1963 IN BOOK 166 AT PAGE 505. LAND TITLE GUARANTEE COMPANY ENDORSEMENT 110.3 C:lse VC50014961 i'oli,,y CTEJ50014.961 Loan it THE FOLLOWING PROPERTY IS HEREBY ADDED TO SCHEDULE A: LGAL DESCRIPTION ATTACHED AND MARKED AS EXHIBIT "A" AND MADE A PART HEREOF AS IF FULLY SET FORTE HEREIN This endorsement is made a part of the policy or commitment and is subject to all } e to z'ms and provisions thereof and of any prior endorsements thereto. Except the axtenr e•xpr-assZv stared, it neither modifies any of the terms- and provisions of t tit, co_ i L-y or c•r,rnmi tment and - prior endorsements, i f any, nor does i t extend the aife- ctlS %e dare of the policy or commitment and prior endorsements or increase the =ace ;meurit Jlereaf. Cop r tersigned: At"ordze#1 Officer or Agent Representing Chicago Title Insurance Company EXHIBIT A TO ENDORSEMENT 110.3 LEGAL DESCRIPTION Our Order No. V50018473 -3 A PARCEL OF LAND LOCATED IN TRACT 60 AND SECTIONS 3 AND 10 ACCORDING TO THE INDEPENDENT RESURVEY OF TOWNSHIP 5 SOUTH, RANGE 85 WEST OF THE 6TH PRINCIPAL MERIDIAN AS ACCEPTED BY THE GENERAL LAND OFFICE ON JUNE 6, 1923, ALSO BEING NORTHERLY OF AND ADJACENT TO THE COOLEY MESA ROAD, SAID PARCEL BEING MORE SPECIFICALLY DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE NORTHERLY BOUNDARY OF THE EXISTING COOLEY MESA ROAD, WHENCE THE WITNESS CORNER TO ANGLE POINT 3 OF TRACT 57 AND ANGLE POINT 2 OF TRACT 80 BEARS N. 89 DEGREES 04 MINUTES 54 SECONDS E. 30.01 FEET, THENCE S. 89 DEGREES 04 MINUTES 54 SECONDS W. 295.23 FEET ALONG THE NORTHERLY BOUNDARY OF SAID COOLEY MESA ROAD, THENCE N. 0 DEGREES 21 MINUTES 00 SECONDS E. 295.16 FEET, THENCE N. 89 DEGREES 04 MINUTES 54 SECONDS E. 295.23 FEET, THENCE S. 0 DEGREES 21 MINUTES 00 SECONDS W. 295.16 FEET TO THE PLACE OF BEGINNING. Form LEGAL.EXHIBIT 09/02