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HomeMy WebLinkAboutC22-081 Estoppel Certificate_Northside Hangar, LLCESTOPPEL CERTIFICATE DATE: ________________, 2022 FROM: EAGLE COUNTY, COLORADO, acting by and through its Board of County Commissioners TO: DARK HORSE AVIATION FUND I, LP and/or its assigns RE: AMENDED AND RESTATED LEASE BETWEEN EAGLE COUNTY, COLORADO AND NORTHSIDE HANGAR, LLC, A COLORADO LIMITED LIABILITY COMPANY (“Ground Lessee”) DATED DECEMBER 26, 2016, AS AMENDED BY THAT CERTAIN AMENDMENT DATED FEBRUARY 23, 2021 (collectively, the “Ground Lease”). Ladies and Gentlemen: This Estoppel Certificate (“Certificate”) is given to Dark Horse Aviation Fund I, LP, a Delaware limited partnership (“Purchaser”) by Eagle County, Colorado, acting by and through its Board of County Commissioners (“Ground Lessor”), with the understanding that Purchaser is considering purchasing that certain Condominium Unit No. D-3, with a physical address of 0540 N. Airport Road, Gypsum, CO 81637 (the “Property”), as further described in that certain Purchase and Sale Agreement dated February 2, 2022 (the “Agreement”), and will rely on this Certificate in connection with the purchase of the Property. Capitalized terms used but not defined herein will have the meanings given to them in the Ground Lease. The Ground Lessor hereby certifies as follows as of the date hereof: 1. Ground Lease. The Ground Lease is unmodified and in full force and effect. There are no defaults or events of default existing under the Ground Lease, including without limitation the provisions of Section 4.B (Development Standards), and there is no condition existing that, with the passing of time or delivery of notice, or both, would constitute a default or event of default under the Ground Lease. 2. Sublease. Ground Lessor has irrevocably approved and consented to that certain Ground Sublease between Ground Lessee as sublessor, and Vail HangAir, LLC, a Colorado limited liability company (“Sublessee”) as sublessee, dated October 12, 2021 (the “Sublease”) and, subject to the terms of the Sublease, Sublessee is responsible for all obligations and entitled to all rights of Ground Lessee under the Ground Lease, including the right to condominiumize and sell the improvements as set forth in Section 17.C (Condominiumization) of the Ground Lease. 3. Reliance. This Certificate may be relied on by Purchaser and its tenants, subtenants, lenders, successors and assigns. [SIGNATURE ON NEXT PAGE] DocuSign Envelope ID: 4B896378-B863-40A1-80B0-318026566A22 3/8/2022 This Certificate is executed by Ground Lessor as of the date first stated above. GROUND LESSOR: Eagle County, Colorado, acting by and through its Board of County Commissioners By: Name: Title: DocuSign Envelope ID: 4B896378-B863-40A1-80B0-318026566A22 Jeanne McQueeney Commissioner