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HomeMy WebLinkAboutECHDA23-004 Exhibit G_form deed of trust1 After Recording Return to: Eagle County Housing and Development Authority 500 Broadway, Post Office Box 850 Eagle, CO 81631 Attn: Tori Franks EAGLE COUNTY HOUSING AND DEVELOPMENT AUTHORITY SUBORDINATE DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING (This Document serves as Fixture Filing under Section 4-9-502, Colorado Revised Statutes, as amended) THIS EAGLE COUNTY HOUSING AND DEVELOPMENT AUTHORITY (“ECHDA”) SUBORDINATE DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING (“ECHDA Subordinate Deed of Trust” or “this Deed of Trust”)) is executed as of ______________2023, by 7 Hermits Condos, LLC (“Grantor”), a Colorado limited liability company, whose address is _____________________________, in favor of the Public Trustee of Eagle County, Colorado (“Trustee”), for the use and benefit of Eagle County Housing and Development Authority, a public body corporate and politic (“Beneficiary”), whose address is 500 Broadway, Post Office Box 850, Eagle, Colorado 81631. Grantor and Beneficiary hereby covenant and agree as follows: 1.Definitions. Capitalized terms used herein but not defined herein shall have the meanings given them in the Purchase and Sale Agreement dated ____ 2023, by and between 7 Hermits Condos, LLC and the ECHDA (“Purchase and Sale Agreement”) for purchase of 43 two-bedroom, two-bath Condominium Units within the condominium project known as “7 Hermits Condominiums” comprised of 76 residential units and related common elements and associated on and off-site infrastructure improvements (the “Project”) to be constructed in the Haymeadow Planned Unit Development within the Town of Eagle, Colorado. In addition to other definitions contained herein, the following terms shall have the meaning set forth below. (a)Collateral- means any part of the Property or Improvements that may or might now or hereafter be deemed to be personal property, fixtures or other property covered by Revised Article 9 of the Colorado Uniform Commercial Code, as amended from time to time. (b)Property- means the real property described in Exhibit A (the “Land”), together with all of the following property and rights: (i) all buildings and improvements and other structures now or hereafter located on or constructed on the Land (the “Improvements”), as well as all easements, licenses, permits, rights-of-way, privileges, reservations, allowances, water and water rights, EXHIBIT G 2 water and sewer taps, water and ditch company stock and reservoir rights, minerals and mineral rights, hereditaments and appurtenances, now or hereafter belonging or pertaining to the Land; (ii) all development rights associated with the Land, now existing or hereafter transferred to the Land from other real property or now or hereafter susceptible of transfer to or from the Land; (iii) all architects', contractors' and suppliers' agreements and contracts and all plans and specifications relating to the construction and improvements on or to the Land if applicable, whether now or in the future; (iv) any and all rights to obtain water, sewer and other services from municipalities and service districts, together with all deposits given to such entities; (v) all right, title and interest that Grantor has or may hereafter have in and to all leases, tenancies or other occupancy arrangements, whether oral or written, now or hereafter entered into in connection with or affecting the Land, or any part thereof, (collectively, the "Leases") and (ii) all of the rents, income, receipts, revenues, issues and profits and other benefits of or derived from the Land and the Improvements (the “Rents”); (vi) all of the following property owned by Grantor: all machinery, apparatus, equipment, furniture, furnishings, fittings and fixtures and software embedded therein (whether actually or constructively attached, and including all trade fixtures) now or hereafter located in, on or under the Land or Improvements and used or usable in connection with any present or future operation on the Land, including but not limited to all heating, air-conditioning, gas, electricity, water, power lighting, sprinkler protection, waste removal, refrigeration, ventilation, freezing, laundry, incinerating and power equipment; engines; pipes; pumps; tanks; motors; conduits; plumbing, lifting, cleaning, fire prevention, fire extinguishing, ventilating, cooking, and communications apparatus; boilers, water heaters, ranges, furnaces, and burners; appliances; screens; storm doors and windows; stoves; refrigerators; attached cabinets; partitions; ducts and compressors; rugs and carpets; and all additions thereto and replacements therefor; (vii) all goods, inventory, equipment, building and other materials, supplies, and other tangible personal property of every nature now owned or hereafter acquired by Grantor and used or intended for use in the construction, development, or operation of the Land or any Improvements, if applicable, together with all accessions thereto, replacements and substitutions therefor, and proceeds thereof; (viii) all of the records and books, computer programs, tapes, discs, software and other like records and information now or hereafter maintained by or on behalf of Grantor in connection with the operation of the Improvements; (ix) all utility and other deposits or prepayments made by Grantor or due, payable or refundable to Grantor at any time arising out of or in connection with all or any part of the property, rights and interests described herein; (x) all deposit accounts and other bank or similar accounts of Grantor (together with all amounts in any such accounts), monies, accounts, accounts receivable, contract 3 rights and general intangibles, payment intangibles, letter of credit rights, chattel paper, instruments, documents, supporting obligations and investment property (whether now owned or existing or hereafter created or acquired, and including proceeds thereof) relating in any way to, or arising in any manner from, Grantor’s ownership, use, operation, leasing, or sale of all or any part of the property, rights and interests described herein; (xi) any and all other rights and interests of every name and nature in all property, whether real, personal or mixed, tangible or intangible, now or hereafter owned or leased by Grantor, forming a part of or used in connection with or relating to the Land and the development, construction, operation, management, leasing, repair, maintenance and/or replacement of the Improvements; (xii) all present and future leases, subleases, licenses, concessions or grants or other possessory interests now or hereafter in force, whether oral or written, covering or affecting all or any portion of the Improvements or the Land, and all modifications, extensions or renewals thereof; (xv) any and all proceeds, products, replacements, substitutions or accessions from the sale or other disposition of any of the foregoing. (c) UCC. Any term used or defined in the Uniform Commercial Code as enacted by the State of Colorado, as in effect from time to time, and not defined in this Deed of Trust has the meaning given to the term in the Uniform Commercial Code. 2. Property in Trust. Grantor, in consideration of and as security for the Secured Obligations (hereinafter defined) and the trust herein created, hereby grants, mortgages, sells and conveys the Property to Trustee, in trust, with power of sale, for the use and benefit of Beneficiary, subject to all provisions hereof. 3. Obligations Secured. This Deed of Trust is given to secure to Beneficiary the punctual payment and performance of the following (hereinafter the “Secured Obligations”): (a) Earnest Money Deposit. The repayment by Grantor to Beneficiary of the Earnest Money Deposit in accordance with the terms of the Purchase and Sale Agreement (the “Earnest Money Deposit”) in the original principal sum of Six Million Eight Hundred Eighty Dollars ($6,880,000.00), less any portion thereof that may have previously been applied to the Closing of the sale of Units to Beneficiary, with interest thereon at the Seller Default Rate (as defined in Section 15.c of the Purchase and Sale Agreement). (b) Future Indebtedness. All present and future obligations that constitute indebtedness of Grantor now or hereafter incurred under this Deed of Trust. (c) Performance of Covenants. All other covenants, conditions, agreements, liabilities and obligations of Grantor to be observed or performed under this Deed of Trust. 4. Security Interest. Financing Statement. As additional security for the Secured Obligations, Grantor hereby grants to Beneficiary a security interest in the Property and the Collateral. To the extent any of the Collateral has been or may be acquired with the Earnest 4 Money Deposit under the Purchase and Sale Agreement, this security interest granted hereunder is a purchase money security interest. This Deed of Trust shall also be effective as a financing statement filed as a fixture filing with respect to all fixtures included within the Property and is to be filed for record in the real estate records of each county where any part of the Property (including said fixtures) is situated. This Deed of Trust shall also be effective as a financing statement covering any other Property and may be filed in any other appropriate filing or recording office. A carbon, photographic or other reproduction of this Deed of Trust or of any financing statement relating to this Deed of Trust shall be sufficient as a financing statement for any of the purposes referred to in this Section. 5. Default under Purchase and Sale Agreement. Upon a Default as defined in Section 15.c. of the Purchase and Sale Agreement, Grantor shall promptly return the Earnest Money Deposit, less any portion thereof that may have previously been applied to the Closing of the sale of Units to Beneficiary, together with interest at the Seller Default Rate and shall perform all of Grantor’s other covenants contained in the Purchase and Sale Agreement. 6. Performance of Other Obligations. Grantor will promptly and strictly observe, perform and comply with all Secured Obligations required of Grantor by the terms of this Deed of Trust. 7. Prior Mortgages and Deeds of Trust Permitted Exceptions. Grantor shall perform all of Grantor’s obligations under any prior deed of trust and any other prior liens. Grantor shall pay all taxes, assessments and other charges, fines and impositions attributable to the Property that may have or attain a priority over this Deed of Trust. Despite the foregoing, Grantor shall not be required to make payments otherwise required by this Section 7 if Grantor, after notice to Beneficiary, shall in good faith contest such obligation by, or defend enforcement of such obligation in legal proceedings which operate to prevent the enforcement of the obligation or forfeiture of the Property or any part thereof, only upon Grantor making all such contested payments and other payments as ordered by the court to the registry of the court in which such proceedings are filed. Grantor represents and warrants that it is the lawful owner of the Property and warrants title to the same free and clear of all claims, liens and other encumbrances other than the permitted exceptions appearing on Exhibit B attached hereto and incorporated herein by this reference. 8. Property Insurance. (a) Grantor shall obtain and maintain at all times the policies of insurance identified and required in the Purchase and Sale Agreement. All of the foregoing shall be known as “Property Insurance”. All policies of liability insurance required hereunder shall name Beneficiary as an additional insured and loss payee or mortgagee as its interests may appear. (b) The insurance carrier providing the Property Insurance shall be qualified to write Property Insurance in Colorado. All Property Insurance policies and renewals thereof shall include a standard mortgage clause in favor of Beneficiary, and shall provide that the insurance carrier shall notify Beneficiary at least five (5) days before cancellation, termination or any material change of coverage. Upon request, Grantor shall provide a copy of all actual insurance policies and/or required endorsements required under the Purchase and Sale 5 Agreement within five (5) business days of a written request from Beneficiary. Beneficiary shall have the right to hold the policies and renewals thereof. (c) In the event of loss, Grantor shall give prompt notice to the Property Insurance carrier and Beneficiary. Beneficiary may make proof of loss if not made promptly by Grantor. (d) Notwithstanding anything herein to the contrary, if under Section 15 the Property is acquired by Beneficiary, all right, title and interest of Grantor in and to any Property Insurance policies and in and to the proceeds thereof resulting from damage to the Property prior to the sale or acquisition shall pass to Beneficiary to the extent of the sums secured by this Deed of Trust immediately prior to such sale or acquisition. 9. Protection of Beneficiary’s Security. (a) If Grantor fails to perform the covenants and agreements contained in this Deed of Trust, or if a default occurs in a prior lien, or if an action or proceeding is commenced which materially affects Beneficiary’s interest in the Property, then Beneficiary, at Beneficiary’s option, with notice to Grantor if required by law, may make such appearances, disburse such sums and make payments of, and take such action as is necessary to protect Beneficiary’s interest, including, but not limited to: (i) any general or special taxes or water assessments levied or accruing against the Property; (ii) the premiums on any insurance necessary to protect any Improvements comprising a part of the Property; (iii) sums due on any prior lien or encumbrance on the Property; (iv) the reasonable costs and expenses of defending, protecting, and maintaining the Property and Beneficiary’s interest in the Property, including repair and maintenance costs and expenses, costs and expenses of protecting and securing the Property, receiver’s fees and expenses, inspection fees, appraisal fees, court costs, attorney fees and costs, and fees and costs of an attorney in the employment of the Beneficiary or holder of the certificate of purchase; (v) all other costs and expenses allowable by this Deed of Trust; and (vi) such other costs and expenses which may be authorized by a court of competent jurisdiction. (b) Grantor hereby assigns to Beneficiary any right Grantor may have by reason of any prior encumbrance on the Property or by law or otherwise to cure any default under said prior encumbrance. (c) Any amounts disbursed by Beneficiary pursuant to this Section 9, with interest thereon, at the Seller Default Rate, shall become additional indebtedness of Grantor 6 secured by this Deed of Trust. Such amounts shall be payable upon notice from Beneficiary to Grantor requesting payment thereof, and Beneficiary may bring suit to collect any amounts so disbursed plus interest thereon at the Seller Default Rate. Nothing contained in this Section 9 shall require Beneficiary to incur any expense or take any action hereunder. 10. [INTENTIONALLY OMITTED]. 11. Security Agreement. This Deed of Trust constitutes a Security Agreement under the Uniform Commercial Code of the State of Colorado as in effect from time to time (herein called the "Code") and all of the terms, provisions, conditions and agreements contained in this Deed of Trust pertain and apply to the Collateral as fully and to the same extent as to any other property comprising the Property. The following provisions of this Section 11 shall not limit the generality or applicability of any other provision of this Deed of Trust but shall be in addition thereto. (a) Further Assurances. Grantor will, at its cost and expense, upon demand, furnish to Beneficiary such further information and will execute and deliver to Beneficiary such financing statements and other documents in form satisfactory to Beneficiary and will do all such acts and things as Beneficiary may at any time or from time to time reasonably request or as may be necessary or appropriate to establish and maintain a perfected security interest in the Collateral as security for the Secured Obligations, subject to no adverse liens or encumbrances except as otherwise permitted herein; (b) Remedies. Upon any Event of Default hereunder provided that at that time Beneficiary as Purchaser under the Purchase and Sale Agreement has terminated the Purchase and Sale Agreement and Grantor as Seller under the Purchase and Sale Agreement has failed to return the Earnest Money Deposit to Beneficiary in accordance with the terms of the Purchase and Sale Agreement, and at any time thereafter, Beneficiary at its option may declare the Secured Obligations immediately due and payable, all as more fully set forth herein, and Beneficiary shall have the remedies of a secured party under the Code, including without limitation, the right to take immediate and exclusive possession of the Collateral, or any part thereof, and for that purpose may, so far as Grantor can give authority therefor, with or without judicial process, enter (if this can be done without breach of the peace) upon any place on which the Collateral or any part thereof may be situated and remove the same therefrom (provided, that if the Collateral is affixed to real estate, such removal shall be subject to the conditions stated in the Code); and Beneficiary shall be entitled to hold, maintain, preserve and prepare the Collateral for sale, until disposed of, or may propose to retain the Collateral subject to Grantor's right of redemption, if any, in satisfaction of Grantor's obligations, as provided in the Code. Beneficiary without removal may render the Collateral unusable and dispose of the Collateral on the Property. Beneficiary may require Grantor to assemble the Collateral and make it available to Beneficiary for its possession at a place to be designated by Beneficiary that is reasonably convenient to both parties. Beneficiary shall give Grantor at least five (5) days' notice of the time and place of any public sale thereof or of the time after which any private sale or any other intended disposition thereof is made. The requirements of reasonable notice shall be met if such notice is mailed, by certified mail or equivalent, postage prepaid, to the address of Grantor referred to in Section 20 of this Deed of Trust at least five (5) days before the time of the sale or disposition. Beneficiary may buy at any public sale, and Beneficiary may buy at private sale if the Collateral is of a type 7 customarily sold in a recognized market or is of a type that is the subject of widely distributed standard price quotations. Any such sale may be held as part of and in conjunction with any judicial foreclosure sale or Trustee's sale of the real estate comprised within the Property, the Collateral and real estate to be sold as one lot if Beneficiary so elects. The net proceeds realized upon any such disposition after deduction for the expenses of retaking, holding, preparing for sale, selling or the like and the fees and disbursements of attorneys and their staff incurred by Beneficiary, shall be applied in satisfaction of the Secured Obligations; and Beneficiary shall account to Grantor for any surplus realized on such disposition. (c) Other. (i) The remedies of Beneficiary hereunder are cumulative and the exercise of any one or more of the remedies provided for herein or under the Code shall not be construed as a waiver of any of the other remedies of Beneficiary, including without limitation, having the Collateral deemed part of the realty upon any judicial foreclosure or Trustee's sale thereof so long as any part of the Secured Obligations remains unsatisfied; (ii) The terms and provisions contained in this Section 11 shall, unless the context otherwise requires, have the meanings and be construed as provided in the Code; and (iii) This Deed of Trust constitutes a financing statement under the Code with respect to the Collateral. As such, this Deed of Trust covers all items of the Collateral that are or become fixtures on the Property. (iv) Grantor will, from time to time at the request of Beneficiary, supply Beneficiary with a current statement of fixed assets. 12. Assignment of Leases and Rents. As further security for the Secured Obligations, Grantor hereby absolutely grants, transfers and assigns unto Beneficiary all Rents, now or hereafter due or payable for the occupancy or use of the Property, and all Leases, whether written or oral, with all security therefor, including all guaranties thereof, now or hereafter affecting the Property; on the condition that Beneficiary hereby grants to Grantor a license to collect such Rents prior to the occurrence of any Event of Default hereunder. Such license shall be revocable by Beneficiary without notice to Grantor at any time after the occurrence of an Event of Default, and immediately upon any such revocation, Beneficiary shall be entitled to receive, and Grantor shall deliver to Beneficiary, any and all Rents theretofore collected by Grantor that remain in the possession or control of Grantor. Grantor represents that the Rents and the Leases have not been heretofore sold, assigned, transferred or set over by any instrument now in force and will not at any time during the life of this assignment be sold, assigned, transferred or set over by Grantor or by any person or persons whosoever other than the holder of a prior permitted deed of trust; and Grantor has good right to sell, assign, transfer and set over the same and to grant to and confer upon Beneficiary the rights, interest, powers and authorities herein granted and conferred subject to the rights of the holder of a prior permitted deed of trust. Failure of Beneficiary at any time or from time to time to enforce the assignment of Rents and Leases under this Section 12 shall not in any manner prevent its subsequent enforcement, and Beneficiary is not obligated to collect anything hereunder, but is accountable only for sums actually collected. 8 (a) Further Assignments. Grantor shall give Beneficiary at any time upon demand any further or additional forms of assignment or transfer of such Rents, Leases and security as may be reasonably requested by Beneficiary, and shall deliver to Beneficiary executed copies of all such Leases and security. (b) Application of Rents. Beneficiary shall be entitled to deduct and retain a just and reasonable compensation from monies received hereunder for its services or that of its agents in collecting such monies. Any monies received by Beneficiary hereunder may be applied when received from time to time in payment of any taxes, assessments or other liens affecting the Property regardless of the delinquency, such application to be in such order as Beneficiary may determine. The acceptance of this Deed of Trust by Beneficiary or the exercise of any rights by it hereunder shall not be, or be construed to be, an affirmation by it of any lease nor an assumption of any liability under any lease. (c) Collection of Rents. Upon or at any time after an Event of Default shall have occurred and be continuing, Beneficiary may declare all sums secured hereby immediately due and payable, and may, at its option, without notice, and whether or not the Secured Obligations shall have been declared due and payable, either in person or by agent, with or without bringing any action or proceeding, or by a receiver to be appointed by a court, (i) enter upon, take possession of, manage and operate the Property, or any part thereof (including, without limitation, making necessary repairs, alterations and improvements to the Property); (ii) take possession of any and all Rents that may previously have been collected by Grantor and which remain in the possession or control of Grantor, together with any bank or similar accounts in which any such Rents may be deposited or held; (iii) make, cancel (in accordance with applicable law and the terms of the applicable Lease) Leases, enforce Leases, or agree with tenants to modify Leases; (iv) obtain tenants and, in accordance with applicable law and the terms of the applicable leases, evict tenants; (v) fix Rents or agree with tenants to modify Rents; (vi) do any acts which Beneficiary deems reasonably proper to protect the security thereof; and (vii) either with or without taking possession of the Property, in its own name sue for or otherwise collect and receive such Rents, including those past due and unpaid. In connection with the foregoing, Beneficiary shall be entitled and empowered to employ attorneys, and management, rental and other agents in and about the Property and to effect the matters which Beneficiary is empowered to do, and in the event Beneficiary shall itself effect such matters, Beneficiary shall be entitled to charge and receive reasonable management, rental and other fees therefor as may be customary in the area in which the Property is located; and the reasonable fees, charges, costs and expenses of Beneficiary or such persons shall be additional Secured Obligations. Beneficiary may apply all funds collected as aforesaid, less costs and expenses of operation and collection, including reasonable attorneys’ and agents’ fees, charges, costs and expenses, as aforesaid, upon any Secured Obligations, and in such order as Beneficiary may determine. The entering upon and taking possession of the Property, the collection of such Rents and the application thereof as aforesaid shall not cure or waive any default or waive, modify or affect notice of default under this Deed of Trust or invalidate any act done pursuant to such notice. (d) Authority of Beneficiary. Any tenants or occupants of any part of the Property are hereby authorized to recognize the claims of Beneficiary hereunder without investigating the reason for any action taken by Beneficiary, or the validity or the amount of 9 indebtedness owing to Beneficiary, or the existence of any default in this Deed of Trust, or under or by reason of this assignment of Rents and Leases, or the application to be made by Beneficiary of any amounts to be paid to Beneficiary. The sole signature of Beneficiary shall be sufficient for the exercise of any rights under this assignment and the sole receipt of Beneficiary for any sums received shall be a full discharge and release therefor to any such tenant or occupant on the Property. Checks for all or any part of the rentals collected under this assignment of Rents and Leases shall be drawn to the exclusive order of Beneficiary. (e) Indemnification of Beneficiary. Nothing herein contained shall be deemed to obligate Beneficiary to perform or discharge any obligation, duty or liability of lessor under any lease of the Property, and Grantor shall and does hereby indemnify and hold Beneficiary harmless from any and all liability, loss or damage which Beneficiary may or might incur under any lease of the Property or by reason of the assignment; and any and all such liability, loss or damage incurred by Beneficiary, together with the costs and expenses, including reasonable attorneys’ fees, incurred by Beneficiary in defense of any claims or demands therefor (whether successful or not), shall be additional Secured Obligations, and Grantor shall reimburse Beneficiary therefor on demand. (f) All rights of Grantor and Beneficiary hereunder with respect to the assignment of Rents and Leases and collection of rents are subject to the rights of any holder of a permitted prior deed of trust with respect to such Rents and Leases. 13. Events of Default. Each of the following events shall constitute an "Event of Default" under this Deed of Trust: (a) Payments. Grantor shall fail to pay any monetary obligation due hereunder or shall fail to repay the Earnest Money Deposit as required by Section 3(a) of this Deed of Trust. (b) Other Obligations. The failure of Grantor to properly observe or perform any non-monetary obligation, covenant, condition or agreement contained herein; (c) Default Under Other Liens or Encumbrances. The occurrence of any default by Grantor, or the occurrence of any event or circumstance defined as an event of default, under any other mortgage, deed of trust or other lien or encumbrance on the Property. 14. Grantor’s Right to Cure Monetary Default. Whenever foreclosure is commenced for non-payment of any sums due hereunder, Grantor or parties liable hereon shall be entitled to cure said defaults by paying all delinquent principal and interest payments due as of the date of cure, costs, expenses, late charges, reasonable attorney’s fees and other fees all in the manner provided by law. Upon such payment, this Deed of Trust and the obligations secured hereby shall remain in full force and effect as though no Acceleration (as defined below in Section 15(a)) had occurred, and the foreclosure proceedings shall be discontinued. 15. Beneficiary’s Remedies. Immediately upon or any time after the occurrence of any Event of Default hereunder, Beneficiary may exercise any remedy available at law or in equity, including but not limited to those listed below, in such sequence or combination as Beneficiary may determine in Beneficiary's sole discretion: 10 (a) Acceleration. Beneficiary may, without notice or demand, declare all of the Secured Obligations to be immediately due and payable in full. (b) [INTENTIONALLY OMITTED]. (c) Specific Performance and Injunctive Relief. Notwithstanding the availability of legal remedies, Beneficiary will be entitled to obtain specific performance, mandatory or prohibitory injunctive relief, or other equitable relief requiring Grantor to cure or refrain from repeating any default. (d) [INTENTIONALLY OMITTED]. (e) Possession of Property. Beneficiary may enter and take possession of the Property without seeking or obtaining the appointment of a receiver, may employ a managing agent for the Property, and may lease or rent all or any part of the Property, either in Beneficiary's name or in the name of Grantor, and may collect the Rents. Any Rents collected by Beneficiary under this Section 15 will be applied first toward payment of all expenses (including attorneys' fees) incurred by Beneficiary, together with interest thereon at the Seller Default Rate from the date incurred until repaid, and the balance, if any, will be applied against the Secured Obligations. (f) Enforcement of Security Interests. Beneficiary may exercise all rights and remedies set forth herein, including all rights of a secured party under the Code. (g) Foreclosure. (i) Public Trustee. Beneficiary may foreclose this Deed of Trust, insofar as it encumbers the Property, by way of a trustee's sale pursuant to the provisions of Title 38, Article 38, Colorado Revised Statutes, as currently in effect, as amended, or in any other manner then permitted by law. If this Deed of Trust encumbers more than one parcel of real estate, foreclosure may be by separate parcel or en masse, as Beneficiary may elect in its sole discretion. Foreclosure through Trustee will be initiated by Beneficiary's filing of its notice of election and demand for sale with Trustee. Upon the filing of such notice of election and demand for sale, Trustee shall promptly comply with all notice and other requirements of the laws of Colorado then in force with respect to such sales, and shall give four weeks' public notice of the time and place of such sale by advertisement weekly in some newspaper of general circulation then published in the County or City and County in which the Property is located. (ii) Judicial Foreclosure. The right to foreclose this Deed of Trust as a mortgage by appropriate proceedings in any court of competent jurisdiction is also hereby given. (iii) Expenses of Trustee's Sale or Foreclosure. All fees, costs and expenses of any kind incurred by Beneficiary in connection with foreclosure of this Deed of Trust, including, without limitation, the costs of any appraisals of the Property obtained by Beneficiary, all costs of any receivership for the Property advanced by Beneficiary, and all attorneys' and consultants' fees incurred by Beneficiary, appraiser’s fees, surveyor's fees and charges, leasing and sales commissions and fees, all fees and charges of all engineers and 11 consultants, all costs associated with any environmental site assessments, soils studies and other reports pertaining to any portion of the Property, property management fees and costs, real estate, broker’s fees and commissions, advertising and marketing costs and expenses, outlays for documentary and expert evidence, stenographers' charges, publication costs and costs (which may be estimates as to items to be expended after entry of the decree) of procuring all such abstracts of title, title searches and examination, title insurance policies and similar data and assurances with respect to title, as Trustee or Beneficiary may deem necessary either to prosecute such suit or to evidence to bidders at the sales that may be had pursuant to such proceedings the true conditions of the title to or the value of the Property, together with and including a reasonable compensation to Trustee, shall constitute a part of the Secured Obligations and may be included as part of the amount owing from Grantor to Beneficiary at any foreclosure sale. (iv) Proceeds of Trustee's or Foreclosure Sale. The proceeds of foreclosure sale of the Property shall be distributed and applied in the following order of priority: first, on account of all costs and expenses incident to the foreclosure proceedings, including without limitation all such items as are mentioned in Section 15(g)(iii) hereof; second, all other items which, under the terms hereof, constitute Secured Obligations additional to the Earnest Money Deposit, with interest on such items at the Seller Default Rate; third to the interest remaining unpaid upon the Earnest Money Deposit under the Purchase and Sale Agreement; fourth, to the Earnest Money Deposit, less any portion thereof that may have been previously applied to the Closing of the sale of Units to Beneficiary; and lastly, to Grantor and its successors or assigns, as their rights may appear. (v) No Conflict. Nothing in this Section dealing with foreclosure procedures or specifying particular actions to be taken by Beneficiary or by Trustee or any similar officer shall be deemed to contradict or add to the requirements and procedures now or hereafter specified by Colorado law, and any such inconsistency shall be resolved in favor of Colorado law applicable at the time of foreclosure. (h) Appointment of Receiver. Upon or at any time after the occurrence of any Event of Default, Beneficiary shall at once become entitled to the possession, use and enjoyment of the Property and the Rents, thereof, from the date of such occurrence and continuing during the pendency of any proceedings for sale by the public trustee or foreclosure proceedings, and the period of redemption. Beneficiary shall be entitled to a receiver for the Property, and of the Rents, thereof, after any such default, including, without limitation, the time covered by any proceedings for sale by the public trustee or foreclosure proceedings and the period of redemption, if any. Beneficiary shall be entitled to such receiver as a matter of right, without regard to the solvency or insolvency of Grantor, or of the then owner of the Property, and without regard to the value thereof, and such receiver may be appointed by any court of competent jurisdiction upon ex parte application, and without notice, notice being hereby expressly waived. Grantor waives any right to any hearing or notice of hearing prior to the appointment of a receiver. Such receiver and his agents shall be empowered (a) to take possession of the Property and any businesses conducted by Grantor or any other person (excluding the business of tenants of Grantor) thereon and any business assets used in connection therewith and, if the receiver deems it appropriate, to operate the same, (b) to exclude Grantor and Grantor's agents, servants, and employees from the Property, (c) to collect the Rents from the Property, (d) to complete any construction which may be in progress, (e) to do such 12 maintenance and make such repairs and alterations as the receiver deems necessary, (f) to use all stores of materials, supplies, and maintenance equipment on the Property, (g) to pay all taxes and assessments against the Property and all premiums for insurance thereon, (h) to pay all utility and other operating expenses, and all sums due under any prior or subsequent encumbrance, and (i) generally to do anything which Grantor could legally do if Grantor were in possession of the Property. All expenses incurred by the receiver or his agents shall constitute a part of the Secured Obligations. Any revenues collected by the receiver shall be applied first to the expenses of the receivership, including attorneys' fees incurred by the receiver and by Beneficiary, together with interest thereon of the Seller Default Rate from the date incurred until repaid, and the balance shall be applied toward the Secured Obligations or in such other manner as the court may direct. Unless sooner terminated with the express consent of Beneficiary, any such receivership will continue until the Secured Obligations have been discharged in full, or until title to the Property has passed after foreclosure sale and all applicable periods of redemption have expired. (i) Right to Take Possession. Upon or at any time after the occurrence of any Event of Default, Beneficiary may, at its option, without notice, either in person or by agent, with or without bringing any action or proceeding, or by a receiver to be appointed by a court, (i) enter upon, take possession of, manage and operate the Property, or any part thereof (including, without limitation, making necessary repairs, alterations and improvements to the Property); (ii) make, cancel, enforce or modify Leases; (iii) obtain and evict tenants; (iv) fix or modify Rents; (v) do any acts which Beneficiary deems reasonably proper to protect the security hereof; and (vi) either with or without taking possession of the Property, in its own name sue for or otherwise take any and all actions Beneficiary deems necessary or advisable to collect and receive such Rents, including, without limitation, those past due and unpaid. In connection with the foregoing, Beneficiary shall be entitled and empowered to employ attorneys and their staff, and management, rental or other agents in and about the Property and to effect the matters which the Beneficiary is empowered to do, and if Beneficiary shall itself effect such matters, Beneficiary shall be entitled to charge and receive reasonable management, rental and other fees therefor as may be customary in the area in which the Property is located; and the fees, charges, costs and expenses of Beneficiary or such persons shall be so much additional Secured Obligations. The entering upon and taking possession of the Property, the collection of such Rents, and the application thereof as aforesaid shall not cure or waive any default or waive, modify or affect notice of default under the Purchase and Sale Agreement or invalidate any act done pursuant to said notice. (j) Right to Make Repairs, Improvements. Should any part of the Property come into the possession of Beneficiary, whether before or after an Event of Default, Beneficiary may use, operate, and/or make repairs, alterations, additions and improvements to the Property for the purpose of preserving it or its value. Grantor covenants to promptly reimburse and pay to Beneficiary, at such place as may be designated by Beneficiary in writing, the amount of all reasonable expenses (including the cost of any insurance, taxes, or other charges) incurred by Beneficiary in connection with its custody, preservation, use or operation of the Property, together with interest thereon from the date incurred by Beneficiary at the Seller Default Rate, and all such expenses, costs, taxes, interest, and other charges shall be a part of the Secured Obligations. It is agreed, however, that the risk of accidental loss or damage to the Property is undertaken by Grantor and, except for Beneficiary's willful misconduct or gross negligence, 13 Beneficiary shall have no liability whatsoever for decline in value of the Property, for failure to obtain or maintain insurance, or for failure to determine whether any insurance ever in force is adequate as to amount or as to the risks insured. (k) Waivers. To the full extent that the covenants and waivers contained in this Section are permitted by law, but not otherwise, (a) Grantor hereby waives any and all rights under, and covenants and agrees that it will not at any time insist upon or plead or in any manner whatsoever claim or take advantage of, any stay, exemption, moratorium or extension law hereafter in effect or any law now or hereafter in effect providing for the valuation or appraisal of the Property or any part thereof prior to any sale or sales thereof and Grantor will not invoke or utilize any such law or laws or otherwise hinder, delay or impede the execution of any right, power or remedy herein or otherwise granted or delegated to Trustee or Beneficiary, but will suffer and permit the execution of every such right, power and remedy as though no such law or laws have been made or enacted; and (b) Grantor hereby waives, and subordinates to the lien of this Deed of Trust, any rights that Grantor may have in or to the Property as a homestead exemption under existing law or under any similar law that may hereafter be enacted, such waiver and subordination to be effective in connection with either a trustee's or foreclosure sale under this Deed of Trust or Beneficiary's redemption of the Property in the case of a trustee's or foreclosure sale to enforce an encumbrance prior in right to that of this Deed of Trust. Grantor further waives any rights it may have to a marshalling of the Property. 16. [INTENTIONALLY OMITTED]. 17. Forbearance by Beneficiary Not a Waiver. Any forbearance by Beneficiary in exercising any right or remedy hereunder, or otherwise afforded by law, shall not be a waiver or preclude the exercise of any such right or remedy. 18. Remedies Cumulative. Each remedy provided in this Deed of Trust is distinct from and cumulative to all other rights or remedies under this Deed of Trust or any other rights or remedies afforded by law or equity, and may be exercised concurrently, independently or successively. 19. Successors and Assigns Bound; Joint and Several Liability; Captions. The covenants and agreements herein contained shall bind, and the rights hereunder shall inure to, the respective successors and assigns of Beneficiary and Grantor, subject to the provisions of Section 16. All covenants and agreements of Grantor shall be joint and several. The captions and headings of the sections in this Deed of Trust are for convenience only and are not to be used to interpret or define the provisions hereof. 20. Notice. All notices or deliveries required under this Agreement shall be delivered by email transmittal to the email address for Grantor or Beneficiary set forth herein, and shall also be hand-delivered or given by regular mail or overnight courier directed to the address of Grantor or Beneficiary set forth herein. All notices so given shall be considered effective, if hand-delivered, when received; if delivered by courier, one business day after timely deposit with the courier service, charges prepaid; if mailed, three days after deposit, first class postage prepaid, with the United States Postal Service. Either party may change the address to which future notices shall be sent by notice given in accordance with this Section. Grantor’s agent or 14 attorney may send notices at the direction of and in place of Grantor. A copy of any notice to Grantor shall also be given to Greg Perkins, Wear Travers Perkins LLC, 97 Main Street, Suite E202, Edwards, CO 81632, email: gperkins@wtpvail.com. A copy of such notice to Beneficiary shall also be given to Eagle County Attorney, P.O. Box 850, 500 Broadway, Eagle, CO 81631, email: attorney@eaglecounty.us. If to Grantor: 7 Hermits Condos, LLC, a Colorado limited liability company ____________________________________ ____________________________________ ____________________________________ If to Beneficiary: Eagle County Housing and Development Authority P.O. Box 850 500 Broadway Eagle, CO 81631 Tori.franks@eaglecounty.us 21. Governing Law; Severability. This Deed of Trust shall be governed by the law of Colorado. In the event that any provision or clause of this Deed of Trust conflicts with the law, such conflict shall not affect other provisions of this Deed of Trust which can be given effect without the conflicting provision, and to this end the provisions of the Deed of Trust are declared to be severable. 22. Mortgagee in Possession. Nothing herein contained shall be construed as constituting Beneficiary a mortgagee in possession. 23. Title in Grantor's Successors. If the ownership of the Property becomes vested in a person or persons other than Grantor, Beneficiary may, without notice to Grantor, deal with such successor or successors in interest of Grantor with reference to this Deed of Trust and the Secured Obligations in the same manner as with Grantor. Grantor will give immediate notice to Beneficiary of any conveyance, transfer or change of ownership of the Property, but nothing in this Section 23 contained shall vary or negate the provisions of Section 16 hereof. 24. No Third Party Beneficiaries. No person shall be a third-party beneficiary of or be entitled to assert any rights in connection with any provision of this Deed of Trust. 25. Further Assurances. Grantor will do, execute, acknowledge and deliver all and every further acts, deeds, conveyances, transfers and assurances necessary or proper, in the sole 15 judgment of Beneficiary, for the better assuring, conveying, mortgaging, assigning and confirming unto Beneficiary or Trustee all property encumbered hereby or property intended so to be, whether now owned by Grantor or hereafter acquired. 26. Recording. Grantor will cause this Deed of Trust and all other documents securing the Secured Obligations at all times to be properly filed and/or recorded at Grantor's own expense and in such manner and in such places as may be required by law in order to fully preserve and protect the rights of Beneficiary. 28. No Construction Against Drafting Party. This Deed of Trust shall not be subject to any rule of contract, interpretation or construction requiring that the same be construed against the drafting party in the event of ambiguity and Grantor hereby waives and relinquishes the benefit of any such rule of contract, interpretation or construction. 29. Release. Beneficiary shall cause Trustee to release this Deed of Trust in accordance with the terms of the Purchase and Sale Agreement. 30. Waiver of Exemptions. Grantor hereby waives all right of homestead and any other exemption in the property under state or federal law presently existing or hereafter enacted. 31. Subordination and Priorities. (a) Beneficiary agrees that the lien of this Deed of Trust shall be subordinate in all respects to the lien associated with the loan to Grantor from Alpine Bank, a Colorado state banking corporation (“Construction Lender”) in the amount of $25,000,000 (“Construction Loan”). (b) If requested by a lender providing a construction loan to Grantor to fund the Project in accordance with the Project Budget, which construction loan is or will be secured by a deed of trust on all or a part of the Property, Beneficiary shall sign and deliver to such lender a subordination agreement, or similarly-styled agreement, in a form acceptable to such lender in its discretion, under which Beneficiary expressly subordinates this Deed of Trust in favor of such lender’s deed of trust on the Property and which subordination agreement such lender may record in the Eagle County public records. IN WITNESS WHEREOF, Grantor has executed this Deed of Trust as of the date first written above. 16 7 HERMITS CONDOS, LLC, a Colorado limited liability company By: ________________________ Name: Title: STATE OF COLORADO ) ) ss. COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this _____ day of ____ 2023, by ____________________, as _____________________ of 7 Hermits Condos, LLC, a Colorado limited liability company. Witness my hand and official seal. My commission expires: ________________________ Notary Public Exhibit A Legal Description TRACT RMF-1A, HAYMEADOW FILING 1, ACCORDING TO THE PLAT RECORDED SEPTEMBER 2, 2022 UNDER RECEPTION NO. 202214557, COUNTY OF EAGLE, STATE OF COLORADO. Exhibit B Permitted Exceptions 8. 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 MARCH 06, 1990, IN BOOK 523 AT PAGE 986. 9. 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 MARCH 06, 1990, IN BOOK 523 AT PAGE 987. 10. RIGHT OF WAY FOR DITCHES OR CANALS CONSTRUCTED BY THE AUTHORITY OF THE UNITED STATES AS RESERVED IN UNITED STATES PATENT RECORDED JUNE 15, 1922, IN BOOK 93 AT PAGE 332. 11. 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 JUNE 15, 1922, IN BOOK 93 AT PAGE 332. 12. 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 MARCH 22, 1990, IN BOOK 525 AT PAGE 73. 13. EASEMENT AND RIGHT OF WAY FOR BRUSH CREEK. 14. RIGHT OF WAY FOR COUNTY ROADS LOCATED WITHIN THE DESCRIBED PROPERTY. 15. THE EFFECT OF THE ORDER OF INCLUSION IN THE GREATER EAGLE FIRE PROTECTION DISTRICT RECORDED SEPTEMBER 22, 1989 IN BOOK 513 AT PAGE 920. 16. RIGHT OF WAY EASEMENT AS GRANTED TO HOLY CROSS ELECTRIC PROJECT ASSOCIATION, INC. IN INSTRUMENT RECORDED JUNE 18, 1980, IN BOOK 304 AT PAGE 201 AND RECORDED JULY 18, 1980 IN BOOK 305 AT PAGE 584. 17. RIGHT OF WAY EASEMENT AS GRANTED TO HOLY CROSS ELECTRIC PROJECT ASSOCIATION, INC. IN INSTRUMENT RECORDED JUNE 18, 1980 IN BOOK 304 AT PAGE 202. 18. 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 JANUARY 02, 1991, IN BOOK 35 AT PAGE 457 AND IN UNITED STATES PATENT RECORDED MAY 25, 1922, IN BOOK 93 AT PAGE 68 AND AS RESERVED IN UNITED STATES PATENT RECORDED MARCH 16, 1923 IN BOOK 48 AT PAGE 384 AND AS RESERVED IN UNITED STATES PATENT RECORDED MARCH 14, 1892 IN BOOK 48 AT PAGE 168. 19. RIGHT OF WAY FOR DITCHES OR CANALS CONSTRUCTED BY THE AUTHORITY OF THE UNITED STATES AS RESERVED IN UNITED STATES PATENT RECORDED MAY 25, 1922, IN BOOK 93, AT PAGE 68 AND RECORDED MARCH 16, 1923, IN BOOK 48 AT PAGE 384. 20. WATER AND WATER RIGHTS, DITCH AND DITCH RIGHTS, WHETHER OR NOT SHOWN BY THE PUBLIC RECORD. 21. TERMS, CONDITIONS AND PROVISIONS OF OIL AND GAS MINING LEASE RECORDED FEBRUARY 13, 1931 IN BOOK 118 AT PAGE 7 AND OIL AND GAS LEASE RECORDED JULY 14, 1947 IN BOOK 134 AT PAGE 215. 22. RESERVATION OF AN UNDIVIDED 1/2 INTEREST IN AND TO ALL OIL, GAS AND OTHER MINERALS IN AND UNDER SUBJECT PROPERTY AS RESERVED IN DEED RECORDED NOVEMBER 1, 1947 IN BOOK 133 AT PAGE 213. 23. RESERVATION OF AN UNDIVIDED 1/4 INTEREST OF ALL MINERALS AND MINERAL RIGHTS OF WHATSOEVER KIND OR NATURE, INCLUDING BUT WITHOUT LIMITATION ON THE ABOVE, OIL, GAS, CASINGHEAD GAS AND OTHER PETROLIUM PRODUCTS AS RESERVED BY RAY E. CHATFIELD IN DEED RECORDED MARCH 10, 1958 IN BOOK 161 AT PAGE 229. 24. TERMS, CONDITIONS AND PROVISIONS OF COOPERATIVE AGREEMENT FOR PERMANENT DAMAGE PREVENTION FENCING RECORDED NOVEMBER 14, 1988 IN BOOK 495 AT PAGE 149 AND NOVEMBER 14, 1988 IN BOOK 495 AT PAGE 150. 25. TERMS, CONDITIONS AND PROVISIONS OF EASEMENT DEED RECORDED JANUARY 19, 1977 IN BOOK 251 AT PAGE 808 AND RECORDED JUNE 26, 1978 IN BOOK 271 AT PAGE 438 AND RECORDED APRIL 18, 1980 IN BOOK 301 AT PAGE 829. 26. TERMS, CONDITIONS AND PROVISIONS OF WATER SERVICE AGREEMENT RECORDED FEBRUARY 27, 2002 AT RECEPTION NO. 787317. 27. TERMS, CONDITIONS AND PROVISIONS OF WARRANTY EASEMENT DEED RECORDED SEPTEMBER 15, 2003 AT RECEPTION NO. 849703. 28. TERMS, CONDITIONS AND PROVISIONS OF WARRANTY EASEMENT DEED RECORDED SEPTEMBER 15, 2003 AT RECEPTION NO. 849704. 29. TERMS, CONDITIONS AND PROVISIONS OF WATER FACILITIES AGREEMENT RECORDED JULY 27, 2005 AT RECEPTION NO. 924072. 30. TERMS, CONDITIONS AND PROVISIONS OF DITCH EASEMENT (LOVE AND WHITE) RECORDED AUGUST 24, 2005 RECEPTION NO. 927206 AND MODIFICATION THERETO RECORDED OCTOBER 4, 2005 RECEPTION NO. 931848. 31. TERMS, CONDITIONS AND PROVISIONS OF DITCH EASEMENT (WILKINSON DITCH) RECORDED AUGUST 24, 2005 RECEPTION NO. 927205 AND MODIFICATION THERETO RECORDED OCTOBER 4, 2005 RECEPTION NO. 931847. 32. TERMS, CONDITIONS AND PROVISIONS OF DITCH EASEMENT (MATHEWS DITCH) RECORDED AUGUST 24, 2005 RECEPTION NO. 927204 AND MODIFICATION RECORDED OCTOBER 4, 2005 RECEPTION NO. 931846. 33. TERMS, CONDITIONS AND PROVISIONS OF NOTICE OF SETTLEMENT AGREEMENT RECORDED AUGUST 24, 2005 RECEPTION NO. 927201. 34. TERMS, CONDITIONS AND PROVISIONS OF DEED RECORDED AUGUST 24, 2005 AT RECEPTION NO. 927202 AND RECORDED OCTOBER 4, 2005 RECEPTION NO. 931845. 35. EASEMENTS, CONDITIONS, COVENANTS, RESTRICTIONS, RESERVATIONS AND NOTES ON THE PLAT OF BRUSH CREEK MEADOWS FILING 3 RECORDED JUNE 01, 2012 UNDER RECEPTION NO. 201211315. 36. TERMS, CONDITIONS AND PROVISIONS OF ORDINANCE NO. 1 (SERIES 2012) RECORDED JUNE 01, 2012 AT RECEPTION NO. 201211311. 37. TERMS, CONDITIONS AND PROVISIONS OF ORDINANCE NO. 2 (SERIES 2012) RECORDED JUNE 01, 2012 AT RECEPTION NO. 201211309. 38. TERMS, CONDITIONS AND PROVISIONS OF ORDINANCE NO. 3 (SERIES 2012) RECORDED JUNE 01, 2012 AT RECEPTION NO. 201211314. 39. TERMS, CONDITIONS AND PROVISIONS OF ORDINANCE NO. 10 (SERIES 2012) RECORDED JUNE 01, 2012 AT RECEPTION NO. 201211320. 40. TERMS, CONDITIONS AND PROVISIONS OF QUITCLAIM DEED OF WATER RIGHTS RECORDED MAY 07, 2013 AT RECEPTION NO. 201309785. 41. TERMS, CONDITIONS, PROVISIONS, BURDENS AND OBLIGATIONS AS SET FORTH IN ORDINANCE NO. 8, SERIES, 2014 RECORDED APRIL 10, 2014 UNDER RECEPTION NO. 201405689. 42. TERMS, CONDITIONS, PROVISIONS, BURDENS AND OBLIGATIONS AS SET FORTH IN ORDINANCE NO. 9, SERIES 2014 RECORDED APRIL 10, 2014 UNDER RECEPTION NO. 201405690. 43. TERMS, CONDITIONS, PROVISIONS, BURDENS AND OBLIGATIONS AS SET FORTH IN ORDINANCE NO. 10, SERIES 2014 RECORDED APRIL 10, 2014 UNDER RECEPTION NO. 201405691. 44. TERMS, CONDITIONS, PROVISIONS, BURDENS AND OBLIGATIONS AS SET FORTH IN ORDINANCE NO. 11, SERIES 2014 RECORDED APRIL 10, 2014 UNDER RECEPTION NO. 201405692. 45. ANNEXATION PLAT FOR THE HAYMEADOW ADDITION TO THE TOWN OF EAGLE RECORDED APRIL 10, 2014 UNDER RECEPTION NO. 201405693. 46. TERMS, CONDITIONS, PROVISIONS, BURDENS AND OBLIGATIONS AS SET FORTH IN RESOLUTION NO. 12, SERIES 2014 RECORDED MAY 30, 2014 UNDER RECEPTION NO. 201408816 AND RECORDED JANUARY 19, 2021 UNDER RECEPTION NO. 202101127. 47. TERMS, CONDITIONS, PROVISIONS, BURDENS, OBLIGATIONS AND EASEMENTS AS SET FORTH AND GRANTED IN BICYCLE AND PEDESTRIAN TRAIL EASEMENT AGREEMENT RECORDED MARCH 24, 2015 UNDER RECEPTION NO. 201504931. 48. TERMS, CONDITIONS, PROVISIONS, BURDENS, OBLIGATIONS AND EASEMENTS AS SET FORTH AND GRANTED IN BICYCLE AND PEDESTRIAN TRAIL EXTENSION AGREEMENT RECORDED OCTOBER 21, 2015 UNDER RECEPTION NO. 20150051. 49. TERMS, CONDITIONS, PROVISIONS, BURDENS, OBLIGATIONS AND EASEMENTS AS SET FORTH AND GRANTED IN TEMPORARY CONSTRUCTION EASEMENT DEED RECORDED OCTOBER 30, 2015 UNDER RECEPTION NO. 201520760. 50. TERMS, CONDITIONS, PROVISIONS, BURDENS AND OBLIGATIONS AS SET FORTH IN ORDINANCE NO. 14 (SERIES OF 2019) RECORDED MAY 24, 2019 UNDER RECEPTION NO. 201907560. 51. EASEMENTS, CONDITIONS, COVENANTS, RESTRICTIONS, RESERVATIONS AND NOTES ON THE PLAT OF HAYMEADOW FILING 1 RECORDED MAY 24, 2019 UNDER RECEPTION NO. 201907561 AND FIRST AMENDMENT THERETO RECORDED JULY 7, 2021 UNDER RECEPTION NO. 202115650 AND SECOND AMENDMENT THERETO RECORDED SEPTEMBER 2, 2022 UNDER RECEPTION NO. 202214557. 52. TERMS, CONDITIONS, PROVISIONS, BURDENS AND OBLIGATIONS AS SET FORTH IN PROJECT DECLARATION OF REAL ESTATE TRANSFER COVENANT RECORDED MAY 24, 2019 UNDER RECEPTION NO. 201907562. 53. TERMS, CONDITIONS AND PROVISIONS OF TRENCH, CONDUIT, AND VAULT AGREEMENT RECORDED JULY 10, 2019 UNDER RECEPTION NO. 201910829. 54. TERMS, CONDITIONS AND PROVISIONS OF TOWN OF EAGLE, COLORADO RESOLUTION NO. 13 RECORDED APRIL 18, 2022 UNDER RECEPTION NO. 202207205. 55. TERMS, CONDITIONS AND PROVISIONS OF TOWN OF EAGLE, COLORADO RESOLUTION NO 43 RECORDED JULY 29, 2022 UNDER RECEPTION NO. 202212780. 56. TERMS, CONDITIONS AND PROVISIONS OF TOWN OF EAGLE, COLORADO RESOLUTION NO. 53 RECORDED JULY 29, 2022 UNDER RECEPTION NO. 202212781. 57. TERMS, CONDITIONS AND PROVISIONS OF TRENCH, CONDUIT, AND VAULT AGREEMENT RECORDED NOVEMBER 01, 2022 UNDER RECEPTION NO. 202217201.