10000001667

4853-0318-9008.
1

UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF COLORADO

In re: )
)
CORDILLERA GOLF CLUB, LLC dba ) Case No. 12-24882 ABC
The Club at Cordillera )
EIN: 27-0331317, ) Chapter 11
)
Debtor. )

SUPPLEMENT TO DEBTOR'S MOTION FOR FINAL ORDER APPROVING
DEBTOR-IN-POSSESSION FINANCING, USE OF CASH COLLATERAL AND
ADEQUATE PROTECTION

The Debtor, Cordillera Golf Club, LLC, dba The Club at Cordillera, Debtor in Possession
herein ("Debtor"), by and through its undersigned counsel, hereby submits its Supplement to
Motion for Final Order Approving Debtor-in-Possession Financing, Use of Cash Collateral and
Adequate Protection as follows:

1. The Debtor filed its Motion for Final Order Approving Debtor-in-Possession
Financing, Use of Cash Collateral and Adequate Protection on August 30, 2012 (the "Motion")
[Dkt. No. 402].
2. Attached hereto are ancillary loan documents relating to the DIP Loan referred to
in the Motion. The documents are still under review by the Debtor and the Lender but the parties
believe they are in substantially final form.
Dated: Denver, Colorado
September 26, 2012

FOLEY & LARDNER LLP

/s/ Mikel R. Bistrow
Christopher Celentino (CA No. 131688)
Mikel Bistrow (CA No. 102978)
Dawn A. Messick (CA No. 236941)
Admitted Pro Hac Vice
402 West Broadway, Suite 2100
San Diego, California 92101
Telephone: 619-234-6655
Facsimile: 619-234-3510
Email: ccelentino@foley.com
Email: mbistrow@foley.com
Email: dmessick@foley.com

Counsel for Debtor and
Debtor in Possession
-and-
Case:12-24882-ABC Doc#:490 Filed:09/26/12 Entered:09/26/12 15:10:06 Page1 of 2
2
4853-0318-9008.1
SENDER & WASSERMAN, P.C.
Harvey Sender (CO No. 7546)
1660 Lincoln Street, Sutie 2200
Denver, CO 80264
Telephone: 303-296-1999
Facsimile: 303-296-7600
Email: sender@sendwass.com

Counsel for Debtor and
Debtor in Possession

Case:12-24882-ABC Doc#:490 Filed:09/26/12 Entered:09/26/12 15:10:06 Page2 of 2
Case:12-24882-ABC Doc#:490-1 Filed:09/26/12 Entered:09/26/12 15:10:06 Page1 of 3
Principal
$3,239,955.00
Loan Date
09-28-2012
Maturity
12-28-2012
PROMISSORY NOTE
Loan No
4450470301
Call/ Coli
1 E1 /466
Account Officer
184
Initials
R_eferences in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item.
Any item above containing "***" has been omitted due to text length limitations.
Borrower: CORDILLERA GOLF CLUB, LLC, A DELAWARE lender: Alpine Bank, A Colorado Banking Corporation
LIMITED LIABILITY COMPANY Alpine Bank Vail
PO BOX 966 400 7th Street South
EDWARDS, CO 61632 Rifle, CO 61650
(600) 551-6096
Principal Amount: $3,239,955.00 Date of Note: September 28, 2012
PROMISE TO PAY. CORDILLERA GOLF CLUB, LLC, A DELAWARE LIMITED LIABILITY COMPANY (""Borrower"") promises to pay to Alpine
Bank, A Colorado Banking Corporation ("Lender"), or order, in lawful money of the United States of America, the principal amount of Three
Million Two Hundred Thirty-nine Thousand Nine Hundred Fifty-five & 00/100 Dollars ($3,239,955.00) or so much as may be outstanding,
together with interest on the unpaid outstanding principal balance of each advance, calculated as described in the "INTEREST CALCULATION
METHOD" paragraph using an interest rate of 6.000%. Interest shall be calculated from the date of each advance until repayment of each
advance. The interest rate may change under the terms and conditions of the "INTEREST AFTER DEFAULT" section.
PAYMENT, Borrower will pay this loan in one payment of all outstanding principal plus all accrued unpaid interest on December 28, 2012.
In addition, Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning November 1,
2012, with all subsequent interest payments to be due on the same day of each month after that. Unless otherwise agreed or required by
applicable law, payments will be applied to Alpine Protection Plus, then to Escrow payments, then to Accrued Interest, then to Principal, then
to any Late Charges, then to Collection Costs. Borrower will pay Lender at Lender's address shown above or at such other place as Lender
may designate in writing.
INTEREST CALCULATION METHOD. Interest on this Note is computed on a 365/360 basis; that is, by applying the ratio of the interest rate
over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is
outstanding. All interest payable under this Note is computed using this method. This calculation method results in a higher effective
interest rate than the numeric interest rate stated in this Note. (Initial Here )
PREPAYMENT; MINIMUM INTEREST CHARGE. In any event, even upon full prepayment of this Note, Borrower understands that Lender is entitled
to a minimum interest charge of $250.00. Other than Borrower's obligation to pay any minimum interest charge, Borrower may pay without penalty all
or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's
obligation to continue to make payments of accrued unpaid interest. Rather, early payments will reduce the principal balance due. Borrower agrees
not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it
without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written
communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in
full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to:
Alpine Bank, A Colorado Banking Corporation; Alpine Bank Vail; 400 7th Street South; Rifle, CO 81650.
LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged 5.000% of the unpaid portion of the regularly scheduled payment.
INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the interest rate on this Note shall be increased to 10.000%.
However, in no event will the interest rate exceed the maximum interest rate limitations under applicable Jaw.
DEFAULT. Each of the following shall constitute an event of default ("Event of Default") under this Note:
Payment Default. Borrower fails to make any payment when due under this Note.
Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the
related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender
and Borrower.
Default in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales
agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's property or Borrower's
ability to repay this Note or perform Borrower's obligations under this Note or any of the related documents.
False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note
or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading
at any time thereafter.
Death or Insolvency. The dissolution of Borrower (regardless of whether election to continue is made), any member withdraws from Borrower, or
any other termination of Borrower's existence as a going business or the death of any member, the insolvency of Borrower, the appointment of a
receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any
proceeding under any bankruptcy or insolvency Jaws by or against Borrower.
Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help,
repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This
includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if
there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding
and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor
or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute.
Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party of any
of the indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity
of, or liability under, any guaranty of the indebtedness evidenced by this Note.
Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or
performance of this Note is impaired.
Insecurity. Lender in good faith believes itself insecure.
Cure Provisions. If any default, other than a default in payment is curable and if Borrower has not been given a notice of a breach of the same
provision of this Note within the preceding twelve (12) months, it may be cured if Borrower, after Lender sends written notice to Borrower
demanding cure of such default (1) cures the default within twenty (20) days; or (2) if the cure requires more than twenty (20) days,
immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and
completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.
LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance under this Note and all accrued unpaid interest Immediately
due, and then Borrower will pay that amount.
ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender
the reasonable costs of such collection. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses,
whether or not there is a lawsuit, including without limitation attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or
vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other
sums provided by law.
JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either
Lender or Borrower against the other.
GOVERNING LAW. This Note will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws
of the State of Colorado without regard to its conflicts of law provisions. This Note has been aCcepted by Lender in the State of Colorado.
CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Eagle County, State of
Colorado.
DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $40.00 if Borrower makes a payment on Borrower's loan and the check or
preauthorized charge with which Borrower pays is later dishonored.
RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves -a right of setoff in all Borrower's accounts with Lender (whether
checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in
the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower
authorizes Lender, to the extent permitted by appllcable law, to charge or setoff all sums owing on the indebtedness against any and all such accounts.
LINE OF CREDIT. This Note evidences a straight line of credit. Once the total amount of principal has been advanced, Borrower is not entitled to
further loan advances. Advances under this Note, as well as directions for payment from Borrower's accounts, may be requested orally or in writing by
Borrower or by an authorized person. Lender may, but need not, require that all oral requests be confirmed in writing. Borrower agrees to be liable for
all sums either: (A) advanced in accordance with the instructions of an authorized person or (B) credited to any of Borrower's accounts with Lender.
The unpaid principal balance owing on this Note at any t"me may be evidenced by endorsements on this Note or by Lender's internal records, includ"rng
daily computer printMouts. Lender will have no obligation to advance funds under this Note if: (A) Borrower or any guarantor is in default under the
terms of this Note or any agreement that Borrower or any guarantor has with Lender, including any agreement made in connection with the signing of
this Note; (B) Borrower or any guarantor ceases doing business or is insolvent; (C) any guarantor seeks, claims or otherwise attempts to limit,
modify or revoke such guarantor's guarantee of this Note or any other loan with Lender; (D) Borrower has applied funds provided pursuant to this
Note for purposes other than those authorized by Lender; or (E) Lender in good faith believes itself insecure.
FEDERAL COURT WAIVER. Lender and I hereby waive the right to remove any dispute which is in litigation in state courts to the federal courts.
SPECIAL PROVISION TO AGREEMENT. On June 26. 2012. Borrower (or Grantor. as applicable) filed a voluntary petition under Chapter 11 of the
United States Bankruptcy Code (the "Proceeding"}, and in the course of such proceeding Lender (or Beneficiary, as applicable) has agreed to provide
debtorinpossession financing in the principal amount of $3,239,955.00 (the "Final DIP Loan"} to be disbursed in accordance with a budget (the
"Budget") all as more fully set forth in that certain DebtorlnPossession Loan Agreement of even date herewith (the "DIP Loan Agreement"). This
Agreement (or Note or Deed of Trust, as applicable) or any other document in which this provision appears and any amendment, modification,
supplement, extension, renewal, restatement or replacement thereof, is one of the several loan documents that evidence, secure or is otherwise made
or given in connection with the Final DIP Loan (all collectively the "Related Documents"). All of the Related Documents shall be modified, interpreted
and enforced in accordance with the following:
1. Borrower's compliance with, performance, or satisfaction of the representations, warranties and covenants of the DIP Loan Agreement and any
orders issued in the Proceeding in connection with the Final DIP Loan ("Orders") shall constitute compliance with, performance, or satisfaction of the
representations, warranties and covenants of the Related Documents regardless of whether or not the representations, warranties and covenants of the
Related Documents are different, more broad or confl"lct with the representations, warranties and covenants of the DIP Loan Agreement and Orders.
2. Except as provided in Paragraph 5 below, the Events of Default in the Related Documents that are inconsistent with or in addition to the Events of
Default in the DIP Loan Agreement shalt have no force and effect as to Borrower. Stated otherwise and except as provided in Paragraph 5 below, the
only Events of Default that may apply to or be enforced against Borrower are those in the DIP Loan Agreement.
3. All references in the Related Documents to any guarantor of the Final DIP Loan are deleted. For sake of clarity there is no guarantor of the Final DIP
Loan.
4. All crosscollateral provisions in the Related Documents shall be ineffective and all the Related Documents shall be interpreted and enforced as
though such crosscollateral provisions were never a part thereof.
5. Notwithstanding any other provision of this Special Provision and subject always to the Orders, it is the intent and agreement of Borrower (or Grantor
as applicable) and Lender (or Beneficiary, as applicable) that a!! terms and provisions of the Related Documents necessary to the: (a) placement,
attachment, perfection of any liens or security interests given to secure the Final DIP Loan, (b) maintenance of such placement, attachment or perfection
or {c) preservation, protection or maintenance of the collateral that is the subject of said liens and security interests (d) enforcement of any rights or
remedies including receivership, foreclosure or public or private sale under applicable state law and (e) Borrower's obligation to timely winterize the Golf
Courses (as defined in the DIP Loan Agreement) utilizing generally acceptable practices for high altitude courses shall in each instance remain in full
force and effect and shall not, in any way, be impaired, diminished or waived by the terms of any other paragraph of this Special Provision and in the
case of (c) and (e) of this Paragraph 5 also subject to the Budget and available funds.
6. In the event of any conflict or inconsistency between this Special Provision and the remainder of this Agreement (or Note or Deed of Trust, as
applicable) to which this Special Provision is attached, this Special Provision shall govern and control.
7. In the event of any conflict or inconsistency between the DIP Loan Agreement and any Related Documents, the DIP Loan Agreement shall govern
and controL
SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors
and assigns, and shall inure to the benefit of Lender and its successors and assigns.
NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Borrower may notify Lender if Lender
reports any inaccurate information about Borrower's account(s) to a consumer reporting agency. Borrower's written notice describing the specific
inaccuracy(ies) should be sent to Lender at the following address: Alpine Bank, A Colorado Banking Corporation, Alpine Bank Vail, 400 7th Street South,
Rifle. CO 81650.
GENERAL PROVISIONS. If any part of this Note cannot be enforced, this fact will not affect the rest of the Note. Lender may delay or forgo enforcing
any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the
extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless
otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released
from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor
or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender
without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other
than the party with whom the modification is made. The obligations under this Note are joint and several.
PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE. BORROWER AGREES TO
THE TERMS OF THE NOTE.
BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.
BORROWER:
CORDILLERA GOLF CLUB, LLC, A DELAWARE LIMITED LIABILITY COMPANY
CGH MANAGER, LLC, MANAGER of CORDILLERA GOLF CLUB, LLC, A DELAWARE LIMITED LIABILITY COMPANY
By:---------------
AUTHORIZED SIGNER FOR CGH MANAGER, LLC
LASER PRO Lo[l<llng, Vt- $.60-00.005 Copr_ Harland Fl"anOial Solultoos, Inc 1997, 201<. All Rlghls Reserved -CO M'\CFI\LPL1020.FC TR-44750 PR-7a {M)
RECORDATION REQUESTED BY:
Alpine Bank, A Colorado Banking Corporation
Alpine Bank Vail
400 7th Street South
Rifle, CO 81650
WHEN RECORDED MAIL TO:
Alpine Bank
Rifle, CO 81650
SEND TAX NOTICES TO:
CORDILLERA GOLF CLUB, LLC, A DELAWARE
LIMITED LIABILITY COMPANY
PO BOX 988
EDWARDS CO 81632 FOR RECORDER'S USE ONLY
DEED OF TRUST
MAXIMUM PRINCIPAL AMOUNT SECURED. The Lien of this Deed of Trust shall not exceed at any one time $3,239,955_00 except
as allowed under applicable Colorado law.
THIS DEED OF TRUST is dated September 28, 2012, among CORDILLERA GOLF CLUB, LLC, A DELAWARE
LIMITED liABILITY COMPANY ("Grantor"); Alpine Bank, A Colorado Banking Corporation, whose address
is Alpine Bank Vail, 400 7th Street South, Rifle, CO 81650 {referred to below sometimes as "lender" and
sometimes as "Beneficiary"); and the Public Trustee of EAGLE County, Colorado {referred to below as
"Trustee").
CONVEYANCE AND GRANT. For valuable consideration, Grantor hereby irrevocably grants, transfers and assigns to Trustee for the
benefit of Lender as Beneficiary all of Grantor's right, title, and interest in and to the following described real property, together with
all existing or subsequently erected or affixed buildings, improvements and fixtures; all easements, rights of way, and appurtenances;
all water, water rights and ditch rights (including stock in utilities with ditch or irrigation rights); and all other rights, royalties, and
profits relating to the real property, including without limitation all minerals, oil, gas, geothermal and similar matters, (the "Real
Property") located in EAGlE County, State of Colorado:
SEE ATTACHED LEGAL DESCRIPTIONS (EXHIBIT "A") and WATER RIGHTS DESCRIPTION (EXHIBIT
"B")
ALL OF GRANTOR'S RIGHT, TITLE AND INTEREST IN AND TO THE WATER RIGHTS (THE "WATER
RIGHTS") AND WATER CONTRACTS BENEFICIALLY USED ON, APPURTENANT TO, AND
ASSOCIATED SOLELY WITH THE LAND SITUATED IN THE COUNTY OF EAGLE, STATE OF
COLORADO DESCRIBED IN THE ATTACHED EXHIBIT A (THE "LAND"). THE WATER RIGHTS
INCLUDE SURFACE WATER RIGHTS AND GROUND WATER RIGHTS, WHETHER TRIBUTARY,
NON-TRIBUTARY OR NOT NON-TRIBUTARY, ADJUDICATED OR NON-ADJUDICATED, DECREED
PLANS FOR AUGMENTATION, DECREED APPROPRIATIVE RIGHTS OF EXCHANGE, ALL WATER
CONTRACTS, WATER ALLOTMENTS IN FACILITIES OWNED BY THE UNITED STATES OF AMERICA
ASSOCIATED WITH THE LAND, INCLUDING, WITHOUT LIMITATION, THE WATER RIGHTS AND
WATER CONTRACTS OR INTERESTS IN WATER SPECIFICALLY DESCRIBED IN THE ATTACHED
EXHIBIT B, EXCEPTING AND EXCLUDING, HOWEVER, ALL RIGHTS OF GRANTORS IN THE BRETT
DITCH AND IN CONSUMPTIVE USE CREDITS DERIVED FROM WATER RIGHTS IN THE BRETT DITCH.
TOGETHER WITH ALL HEAOGATES, EASEMENTS AND RIGHTS-OF-WAY, DITCHES AND DITCH
RIGHTS, DAMS, PONDS, RESERVOIRS AND RESERVOIR RIGHTS, PIPELINES AND PIPELINE RIGHTS,
WELLS AND WELL RIGHTS, AND ANY AND ALL OTHER STRUCTURES AND INTERESTS, IF ANY,
OWNED BY GRANTOR, EXISTING OR PROPOSED, USED OR NECESSARY TO DIVERT AND DELIVER
THE WATER AVAILABLE UNDER THE WATER RIGHTS FROM THEIR POINTS OF DIVERSION TO THEIR
PlACES OF USE ON THE LAND.
The Real Property or its address is commonly known as NUMEROUS ADDRESSES, EDWARDS, CO
81632.
CROSS-cOLLATERALIZATION. In addition to the Note, this Deed of Trust secures all obligations, debts and liabilities, plus interest
thereon, of Grantor to Lender, or any one or more of them, as well as all claims by Lender against Grantor or any one or more of
them, whether now existing or hereafter arising, whether related or unrelated to the purpose of the Note, whether voluntary or
otherwise, whether due or not due, direct or indirect, determined or undetermined, absolute or contingent, liquidated or unliquidated,
whether Grantor may be liable individually or jointly with others, whether obligated as guarantor, surety, accommodation party or
otherwise, and whether recovery upon such amounts may be or hereafter may become barred by any statute of limitations, and
whether the obligation to repay such amounts may be or hereafter may become otherwise unenforceable.
Grantor presently assigns to Lender (also known as Beneficiary in this Deed of Trust) all of Grantor's right, title, and interest in and to
all present and future leases of the Property and all Rents from the Property. In addition, Grantor grants to Lender a Uniform
Commercial Code security interest in the Personal Property and Rents.
THIS DEED OF TRUST, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL
PROPERTY, IS GIVEN TO SECURE (A) PAYMENT OF THE INDEBTEDNESS AND (B) PERFORMANCE OF ANY AND ALL
OBUGATIONS UNDER THE NOTE, THE RELATED DOCUMENTS, AND THIS DEED OF TRUST. THIS DEED OF TRUST IS GIVEN AND
ACCEPTED ON THE FOLLOWING TERMS:
PAYMENT AND PERFORMANCE. Except as otherwise provided in this Deed of Trust, Grantor shall pay to Lender all amounts secured
by this Deed of Trust as they become due, and shall strictly and in a timely manner peliorm all of Grantor's obligations under the
Note, this Deed of Trust, and the Related Documents.
POSSESSION AND MAINTENANCE OF THE PROPERTY. Grantor agrees that Grantor's possession and use of the Property shall be
governed by the following provisions:
Loan No: 4450470301
DEED OF TRUST
{Continued) Page 2
Possession and Use. Until the occurrence of an Event of Default, Grantor may (1) remain in possession and control of the
Property; (2) use, operate or manage the Property; and (3) collect the Rents from the Property.
Duty to Maintain. Grantor shall maintain the Property in tenantable condition and promptly peliorm all repairs, replacements, and
maintenance necessary to preserve its value,
Compliance With Environmental Laws. Grantor represents and warrants to Lender that: (1) During the period of Grantor's
ownership of the Property, there has been no use, generation, manufacture, storage, treatment, disposal, release or threatened
release of any Hazardous Substance by any person on, under, about or from the Property; (2) Grantor has no knowledge of, or
reason to believe that there has been, except as previously disclosed to and acknowledged by Lender in writing, (a) any breach
or violation of any Environmental Laws, (b) any use, generation, manufacture, storage, treatment, disposal, release or
threatened release of any Hazardous Substance on, under, about or from the Property by any prior owners or occupants of the
Property, or (c) any actual or threatened litigation or claims of any kind by any person relating to such matters; and (3) Except
as previously disclosed to and acknowledged by Lender in writing, (a) neither Grantor nor any tenant, contractor, agent or other
authorized user of the Property shall use, generate, manufacture, store, treat, dispose of or release any Hazardous Substance on,
under, about or from the Property; and (b) any such activity shall be conducted in compliance with all applicable federal, state,
and local laws, regulations and ordinances, including without limitation all Environmental Laws. Grantor authorizes Lender and its
agents to enter upon the Property to make such inspections and tests, at Grantor's expense, as Lender may deem appropriate to
determine compliance of the Property with this section of the Deed of Trust Any inspections or tests made by Lender shall be
for Lender's purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Grantor or to
any other person. The representations and warranties contained herein are based on Grantor's due diligence in investigating the
Property for Hazardous Substances. Grantor hereby (1) releases and waives any future claims against Lender for indemnity or
contribution in the event Grantor becomes liable for cleanup or other costs under any such laws: and (2) agrees to indemnify,
defend, and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties, and expenses which Lender
may directly or indirectly sustain or suffer resulting from a breach of this section of the Deed of Trust or as a consequence of any
use, generation, manufacture, storage, disposal, release or threatened release occurring prior to Grantor's ownership or interest
in the Property, whether or not the same was or should have been known to Grantor. The provisions of this section of the Deed
of Trust, including the obligation to indemnify and defend, shall survive the payment of the Indebtedness and the satisfaction and
reconveyance of the lien of this Deed of Trust and shall not be affected by Lender's acquisition of any interest in the Property,
whether by foreclosure or othef'Nise.
Nuisance, Waste. Grantor shall not cause, conduct or permit any nuisance nor commit, pennlt, or suffer any stripping of or
waste on or to the Property or any portion of the Property. Without limiting the generality of the foregoing, Grantor will not
remove, or grant to any other party the right to remove, any timber, minerals (including oil and gas), coal, clay, scoria, soil, gravel
or rock products without Lender's prior written consent.
Removal of Improvements. Grantor shall not demolish or remove any Improvements from the Real Property without Lender's
prior written consent. As a condition to the removal of any Improvements, Lender may require Grantor to make arrangements
satisfactory to Lender to replace such Improvements with Improvements of at least equal value.
Lender's Right to Enter. Lender and Lender's agents and representatives may enter upon the Real Property at all reasonable
times to attend to Lender's interests and to inspect the Real Property for purposes of Grantor's compliance with the terms and
conditions of this Deed of Trust.
Compliance with Governmental Requirements. Grantor shall promptly comply with all laws, ordinances, and regulations, now or
hereafter in effect, of all governmental authorities applicable to the use or occupancy of the Property, including without limitation,
the Americans With Disabilities Act. Grantor may contest in good faith any such law, ordinance, or regulation and withhold
compliance during any proceeding, including appropriate appeals, so long as Grantor has notified Lender in writing prior to doing
so and so long as, in Lender's sole opinion, Lender's interests in the Property are not jeopardized. Lender may require Grantor to
post adequate security or a surety bond, reasonably satisfactory to Lender, to protect Lender's interest.
Duty to Protect. Grantor agrees neither to abandon or leave unattended the Property. Grantor shall do all other acts, in addition
to those acts set forth above in this section, which from the character and use of the Property are reasonably necessary to
protect and preserve the Property.
DUE ON SALE CONSENT BY LENDER. Lender may, at Lender's option, declare immediately due and payable all sums secured by
this Deed of Trust upon the sale or transfer, without Lender's prior written consent, of all or any part of the Real Property, or any
interest in the Real Property. A "sale or transfer" means the conveyance of Real Property or any right, title or interest in the Real
Property; whether legal, beneficial or equitable; whether voluntary or involuntary; whether by outright sale, deed, installment sale
contract, land contract, contract for deed, leasehold interest with a terrn greater than three (3) years, lease-option contract, or by sale,
assignment, or transfer of any beneficial interest in or to any land trust holding title to the Real Property, or by any other method of
conveyance of an interest in the Real Property. If any Grantor is a corporation, partnership or limited liability company, transfer also
includes any change in ownership of more than twenty-five percent (25%) of the voting stock, partnership interests or limited liability
company interests, as the case may be, of such Grantor. However, this option shall not be exercised by Lender if such exercise is
prohibited by federal law or by Colorado law.
TAXES AND LIENS. The following provisions relating to the taxes and liens on the Property are part of this Deed of Trust:
Payment. Grantor shall pay when due (and in all events prior to delinquency) all taxes, special taxes, assessments, charges
(including water and sewer), fines and impositions levied against or on account of the Property, and shall pay when due all claims
for work done on or for services rendered or material furnished to the Property. Grantor shall maintain the Property free of all
liens having priority over or equal to the interest of Lender under this Deed of Trust, except for the lien of taxes and assessments
not due and except as otherwise provided in this Deed of Trust.
Right to Contest. Grantor may withhold payment of any tax, assessment, or claim in connection with a good faith dispute over
the obligation to pay, so long as Lender's interest in the Property is not jeopardized. If a lien arises or is filed as a result of
nonpayment, Grantor shall within fifteen (15) days after the lien arises or, if a lien is filed, within fifteen (15) days after Grantor
has notice of the filing, secure the discharge of the lien, or if requested by Lender, deposit with Lender cash or a sufficient
corporate surety bond or other security satisfactory to Lender in an amount sufficient to discharge the lien plus any costs and
attorneys' fees, or other charges that could accrue as a result of a foreclosure or sale under the lien. In any contest, Grantor
shall defend itself and Lender and shall satisfy any adverse judgment before enforcement against the Property. Grantor shall
name Lender as an additional obligee under any surety bond furnished in the contest proceedings.
Evidence of Payment. Grantor shall upon demand .furnish to Lender satisfactory evidence of payment of the taxes or
assessments and shall authorize the appropriate governmental official to deliver to Lender at any time a written statement of the
taxes and assessments against the Property.
Notice of Construction. Grantor shall notify Lender at least fifteen (15) days before any work is commenced, any services are
furnished, or any materials are supplied to the Property, if any mechanic's lien, materialmen's lien, or other lien could be asserted
on account of the work, services, or materials. Grantor will upon request of Lender furnish to Lender advance assurances
satisfactory to Lender that Grantor can and will pay the cost of such improvements.
PROPERTY DAMAGE INSURANCE. The following provisions relating to insuring the Property are a part of this Deed of Trust.
Maintenance of Insurance. Grantor shall procure and maintain policies of fire insurance with standard extended coverage
endorsements on a replacement basis for the full insurable value covering all Improvements on the Real Property in an amount
Loan No: 4450470301
DEED OF TRUST
(Continued) Page 3
sufficient to avoid application of any coinsurance clause, and with a standard mortgagee clause in favor of Lender. Grantor shall
also procure and maintain comprehensive general liability insurance in such coverage amounts as Lender may request with
Trustee and Lender being named as additional insureds in such !lability insurance policies. Additionally, Grantor shall maintain
such other insurance, including but not limited to hazard, business interruption, and boiler insurance, as Lender may reasonably
require. Policies shall be written in fonn, amounts, coverages and basis reasonably acceptable to Lender and issued by a
company or companies reasonably acceptable to Lender. Grantor, upon request of Lender, will deliver to Lender from time to
time the policies or certificates of insurance in form satisfactory to Lender, including stipulations that coverages will not be
cancelled or diminished without at least ten (10) days prior written notice to Lender. Each insurance policy also shall include an
endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Grantor
or any other person. Should the Real Property be located in an area designated by the Director of the Federal Emergency
Management Agency as a special flood hazard area, Grantor agrees to obtain and maintain Federal Flood Insurance, if available,
for the full unpaid principal balance of the loan and any prior liens on the property securing the loan, up to the maximum policy
limits set under the National Flood Insurance Program, or as otherwise required by Lender, and to maintain such insurance for the
tenn of the loan.
Application of Proceeds. Grantor shall promptly notify Lender of any loss or damage to the Property. Lender may make proof of
loss if Grantor fails to do so within fifteen (15) days of the casual1y. Whether or not Lender's security is impaired, Lender may,
at Lender's election, receive and retain the proceeds of any insurance and apply the proceeds to the reduction of the
Indebtedness, payment of any lien affecting the Property, or the restoration and repair of the Property. If Lender elects to apply
the proceeds to restoration and repair, Grantor shall repair or replace the damaged or destroyed Improvements in a manner
satisfactory to Lender. Lender shall, upon satisfactory proof of such expenditure, pay or reimburse Grantor from the proceeds for
the reasonable cost of repair or restoration if Grantor is not in default under this Deed of Trust. Any proceeds which have not
been disbursed within 180 days after their receipt and which Lender has not committed to the repair or restoration of the
Property shall be used first to pay any amount owing to Lender under this Deed of Trust, then to pay accrued interest, and the
remainder, if any, shall be applied to the principal balance of the Indebtedness. If Lender holds any proceeds after payment in full
of the Indebtedness, such proceeds shall be paid to Grantor as Grantor's interests may appear.
Grantor's Report on Insurance. Upon request of Lender, however not more than once a year, Grantor shall furnish to Lender a
report on each existing policy of insurance showing: (1) the name of the insurer; (2) the risks insured; (3) the amount of the
policy; (4) the property insured, the then current replacement value of such property, and the manner of determining that value;
and (5) the expiration date of the pollcy. Grantor shall, upon request of Lender, have an independent appraiser satisfactory to
Lender determine the cash value replacement cost of the Property.
LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's interest in the Property or
rt Grantor fails to comply with any provision of this Deed of Trust or any Related Documents, including but not limited to Grantor's
failure to discharge or pay when due any amounts Grantor is req[Jired to discharge or pay under this Deed of Trust or any Related
Documents, Lender on Grantor's behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including
but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed
on the Property and paying all costs for insuring, maintaining and preserving the Property. All such expenditures incurred or paid by
Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the
date of repayment by Grantor_ All such expenses will become a part of the Indebtedness and, at Lender's option, will (A) be payable
on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to
become due during either (1) the term of any applicable insurance policy; or (2) the remaining tenn of the Note; or (C) be treated
as a balloon payment which will be due and payable at the Note's maturity. The Deed of Trust also will secure payment of these
amounts. Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon Default.
WARRANTY; DEFENSE OF TITLE. The following provisions relating to ownership of the Property are a part of this Deed of Trust:
Title. Grantor warrants that {a) Grantor holds good and marketable title of record to the Property in fee simple, free and clear of
all liens and encumbrances other than those set forth in the Real Property description or in any title insurance policy, title report,
or final title opinion issued in favor of, and accepted by, Lender in connection with this Deed of Trust, and (b) Grantor has the
full right, power, and authority to execute and deliver this Deed of Trust to Lender.
Defense of Title. Subject to the exception in the paragraph above, Grantor warrants and will forever defend the title to the
Property against the lawful claims of all persons. In the event any action or proceeding is commenced that questions Grantor's
title or the interest of Trustee or Lender under this Deed of Trust, Grantor shall defend the action at Grantor's expense. Grantor
may be the nominal party in such proceeding, but Lender shall be entitled to participate in the proceeding and to be represented in
the proceeding by counsel of Lender's own choice, and Grantor will deliver, or cause to be delivered, to Lender such instruments
as Lender may request from time to time to pennit such participation.
Compliance With Laws. Grantor warrants that the Property and Grantor's use of the Property complies with all existing
applicable laws, ordinances, and regulations of governmental authorities.
Survival of Representations and Warranties. All representations, warran!les, and agreements made by Grantor in this Deed of
Trust shall survive the execution and delivery of this Deed of Trust, shall be continuing in nature, and shall remain in full force and
effect until such time as Grantor's Indebtedness shall be paid in full.
CONDEMNATION. The following provisions relating to condemnation proceedings are a part of this Deed of Trust:
Proceedings. If any proceeding in condemnation is filed, Grantor shall promptly notify Lender in writing, and Grantor shall
promptly take such steps as may be necessary to defend the action and obtain the award. Grantor may be the nominal party in
such proceeding, but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel
of its own choice, and Grantor will deliver or cause to be delivered to Lender such instruments and documentation as may be
requested by Lender from time to time to permit such participation.
Application of Net Proceeds. If all or any part of the Property is condemned by eminent domain proceedings or by any proceeding
or purchase in lieu of condemnation, Lender may at its election require that all or any portion of the net proceeds of the award be
applied to the Indebtedness or the repair or restoration of the Property. The net proceeds of the award shall mean the award
after payment of all reasonable costs, expenses, and attorneys' fees incurred by Trustee or Lender in connection with the
condemnation.
IMPOSITION OF TAXES, FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The following provisions relating to
governmental taxes, fees and charges are a part of this Deed of Trust:
Current Taxes, Fees and Charges. Upon request by Lender, Grantor shall execute such documents in addition to this Deed of
Trust and take whatever other action is requested by Lender to perfect and continue Lender's lien on the Real Property. Grantor
shall reimburse lender for all taxes, as described below, together with all expenses incurred in recording, perfecting or continuing
this Deed of Trust, including without limitation all taxes, fees, documentary stamps, and other charges for recording or registering
this Deed of Trust.
Taxes. The following shall constitute taxes to which this section applies: {1) a specific tax upon this type of Deed of Trust or
upon all or any part of the Indebtedness secured by this Deed of Trust; (2) a specific tax on Grantor which Grantor is
authorized or required to deduct from payments on the Indebtedness secured by this type of Deed of Trust; (3) a tax on this
type of Deed of Trust chargeable against the Lender or the holder of the Note; and (4) a specific tax on all or any portion of the
Indebtedness or on payments of principal and interest made by Grantor.
Loan No: 4450470301
DEED OF TRUST
(Continued) Page 4
Subsequent Taxes. If any tax to which this section applies is enacted subsequent to the date of this Deed of Trust, this event
shall have the same effect as an Event of Default, and Lender may exercise any or all of its available remedies for an Event of
Default as provided below unless Grantor either (1) pays the tax before it becomes delinquent, or (2) contests the tax as
provided above in the Taxes and Liens section and deposits with lender cash or a sufficient corporate surety bond or other
security satisfactory to Lender.
SECURITY AGREEMENT; FINANCING STATEMENTS. The following provisions relating to this Deed of Trust as a security agreement
are a part of this Deed of Trust
Security Agreement. This instrument shall constitute a Security Agreement to the extent any of the Property constitutes fixtures,
and Lender shall have all of the rights of a secured party under the Uniform Commercial Code as amended from time to time.
Security Interest. Upon request by Lender, Grantor shall take whatever action is requested by Lender to perfect and continue
Lender's security interest in the Rents and Personal Property. In addition to recording this Deed of Trust in the real property
records, Lender may, at any time and without further authorization from Grantor, file executed counterparts, copies or
reproductions of this Deed of Trust as a financing statement. Grantor shall reimburse Lender for all expenses incurred in
perfecting or continuing this security interest. Upon default, Grantor shall not remove, sever or detach the Personal Property
from the Property. Upon default, Grantor shall assemble any Personal Property not affixed to the Property in a manner and at a
place reasonably convenient to Grantor and Lender and make it available to Lender within three (3) days after receipt of written
demand from Lender to the extent permitted by applicable law.
Addresses. The mailing addresses of Grantor (debtor) and Lender (secured party) from which information concerning the security
interest granted by this Deed of Trust may be obtained (each as required by the Uniform Commercial Code) are as stated on the
first page of this Deed of Trust.
FURTHER ASSURANCES; ATTORNEY-IN-FACT. The following provisions relating to further assurances and attorney-in-fact are a part
of this Deed of Trust
Further Assurances. At any time, and from time to time, upon request of Lender, Grantor will make, execute and deliver, or will
cause to be made, executed or delivered, to Lender or to Lender's designee, and when requested by Lender, cause to be filed,
recorded, refiled, or rerecorded, as the case may be, at such times and in such offices and places as Lender may deem
appropriate, any and all such mortgages, deeds of trust, security deeds, security agreements, financing statements, continuation
statements, instruments of further assurance, certificates, and other documents as may, in the sole opinion of Lender, be
necessary or desirable in order to effectuate, complete, perfect, continue, or preserve (1) Grantor's obligations under the Note,
this Deed of Trust, and the Related Documents, and (2) the liens and security interests created by this Deed of Trust as first
and prior liens on the Property, whether now owned or hereafter acquired by Grantor. Unless prohibited by law or Lender agrees
to the contrary in writing, Grantor shall reimburse Lender for all costs and expenses incurred in connection with the matters
referred to in this paragraph.
Attorney-in-Fact. If Grantor fails to do any of the things referred to in the preceding paragraph, Lender may do so for and in the
name of Grantor and at Grantor's expense. For such purposes, Grantor hereby irrevocably appo'mts Lender as Grantor's
attorney-in-fact for the purpose of making, executing, delivering, filing, recording, and doing all other things as may be necessary
or desirable, in Lender's sole opinion, to accomplish the matters referred to in the preceding paragraph.
FULL PERFORMANCE. Upon the full performance of all the obligations under the Note and this Deed of Trust, Trustee may, upon
production of documents and fees as required under applicable law, release this Deed of Trust, and such release shall constitute a
release of the lien for all such additional sums and expenditures made pursuant to this Deed of Trust. Lender agrees to cooperate
wlth Grantor in obtaining such release and releasing the other collateral securing the Indebtedness. Any release fees required by law
shall be paid by Grantor, if permitted by applicable law.
EVENTS OF DEFAULT. Each of the following, at Lender's option, shall constitute an Event of Default under this Deed of Trust:
Payment Default. Grantor fails to make any payment when due under the Indebtedness.
Other Defaults. Grantor fails to comply with or to perform any other term, obligation, covenant or condition contained in this
Deed of Trust or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition
contained in any other agreement between Lender and Grantor.
Compliance Default. Failure to comply with any other term, obligation, covenant or condition contained in this Deed of Trust, the
Note or in any of the Related Documents.
Default on Other Payments. Failure of Grantor within the time required by this Deed of Trust to make any payment for taxes or
insurance, or any other payment necessary to prevent filing of or to effect discharge of any lien.
Default in Favor of Third Parties. Should Grantor default under any loan, extension of credit, security agreement, purchase or
sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Grantor's
property or Grantor's ability to repay the Indebtedness or Grantor's ability to perform Grantor's obligations under this Deed of
Trust or any of the Related Documents.
False Statements. Any warranty, representation or statement made or furnished to Lender by Grantor or on Grantor's behalf
under this Deed of Trust or the Related Documents is false or misleading in any material respect, either now or at the time made
or furnished or becomes false or misleading at any time thereafter.
Defective Collateralization. This Deed of Trust or any of the Related Documents ceases to be in full force and effect (including
failure of any collateral document to create a valid and perfected security interest or lien) at any time and for any reason.
Death or Insolvency. The dissolution of Grantor's (regardless of whether election to continue is made), any member withdraws
from the limited liability company, or any other termination of Grantor's existence as a going business or the death of any
member, the insolvency of Grantor, the appointment of a receiver for any part of Grantor's property, any assignment for the
benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency
laws by or against Grantor.
Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding,
self-help, repossession or any other method. by any creditor of Grantor or by any governmental agency against any property
securing the Indebtedness. This includes a garnishment of any of Grantor's accounts, including deposlt accounts, with Lender.
However, this Event of Default shall not apply if there is a good faith dispute by Grantor as to the validity or reasonableness of
the claim which is the basis of the creditor or forfeiture proceeding and if Grantor gives Lender written notice of the creditor or
forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount
determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute.
Breach of Other Agreement. Any breach by Grantor under the terms of any other agreement between Grantor and Lender that is
not remedied within any grace period provided therein, including without limitation any agreement concerning any indebtedness or
other obligation of Grantor to Lender, whether existing now or later.
Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser, surety, or
accommodation party of any of the Indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes
incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness.
Adverse Change. A ma-terial adverse change occurs in Grantor's financial condition, or Lender believes the prospect of payment
Loan No: 4450470301
DEED OF TRUST
{Continued)
or performance of the Indebtedness is impaired.
Page 5
Right to Cure. If any default. other than a default in payment is curable and if Grantor has not been given a notice of a breach of
the same provision of this Deed of Trust within the preceding twelve (12) months, it may be cured if Grantor, after Lender sends
written notice to Grantor demanding cure of such default (1) cures the default within twenty (20) days; or (2) if the cure
requires more than twenty (20) days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient
to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance
as soon as reasonably practical.
RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Deed of Trust, at any time thereafter, Trustee or
Lender may exercise any one or more of the following rights and remedies:
Election of Remedies. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to
make expenditures or to take action to perfonn an obligation of Grantor under this Deed of Trust, after Grantor's failure to
perfonn, shall not affect Lender's right to declare a default and exercise its remedies.
Indebtedness. Lender shall have the right at its option without notice to Grantor to declare the entire Indebtedness
immediately due and payable, including any prepayment penalty which Grantor would be required to pay.
Foreclosure. Lender shall have the right to cause all or any part of the Real Property, and Personal Property, if Lender decides to
proceed against it as if it were real property, to be sold by the Trustee according to the laws of the State of Colorado as respects
foreclosures against real property. The Trustee shall give notice in accordance with the laws of Colorado. The Trustee shall
apply the proceeds of the sale in the following order: (a) to all costs and expenses of the sale, including but not limited to
Trustee's fees, attorneys' fees, and the cost of title evidence; (b) to all sums secured by this Deed of Trust; and (c) the excess,
if any, to the person or persons legally entitled to the excess.
UCC Remedies. With respect to all or any part of the Personal Property, Lender shall have all the rights and remedies of a
secured party under the Uniform Commercial Code.
Collect Rents. Lender shall have the right, without notice to Grantor to take possession of and manage the Property and collect
the Rents, including amounts past due and unpaid, and apply the net proceeds, over and above Lender's costs, against the
Indebtedness. In furtherance of this right, Lender may require any tenant or other user of the Property to make payments of rent
or use fees directly to Lender. If the Rents are co!lected by Lender, then Grantor irrevocably designates Lender as Grantor's
attorney-in-fact to endorse instruments received in payment thereof in the name of Grantor and to negotiate the same and collect
the proceeds. Payments by tenants or other users to Lender in response to Lender's demand shall satisfy the obligations for
which the payments are made, whether or not any proper grounds for the demand existed. Lender may exercise its rights under
this subparagraph either in person, by agent, or through a receiver.
Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of the Property,
with the power to protect and preserve the Property, to operate the Property preceding foreclosure or sale, and to collect the
Rents from the Property and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The
receiver may serve without bond if pennitted by law. Lender's right to the appointment of a receiver shall exist whether or not
the apparent value of the Property exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify
a person from serving as a receiver. Receiver may be appointed by a court of competent jurisdiction upon ex parte application
and without notice, notice being expressly waived.
Tenancy at Sufferance. If Grantor remains in possession of the Property after the Property is sold as provided above or Lender
otherwise becomes entitled to possession of the Property upon default of Grantor, Grantor shall become a tenant at sufferance of
Lender or the purchaser of the Property and shall, at Lender's option, either (1) pay a reasonable rental for the use of the
Property, or (2) vacate the Property immediately upon the demand of Lender.
Other Remedies. Trustee or Lender shall have any other right or remedy provided in this Deed of Trust or the Note or available at
law or in equity.
Sale of the Property. In exercising its rights and remedies, Lender shall be free to designate on or before it files a notice of
election and demand with the Trustee, that the Trustee sell all or any part of the Property together or separately, in one sale or by
separate sales. Lender shall be entitled to bid at any public sale on all or any portion of the Property. Upon any sale of the
Property, whether made under a power of sale granted in this Deed of Trust or pursuant to judicial proceedings, if the holder of
the Note is a purchaser at such sale, it shall be entitled to use and apply all, or any portion of, the Indebtedness for or in
settlement or payment of all, or any portion of, the purchase price of the Property purchased, and, in such case, this Deed of
Trust, the Note, and any documents evidencing expenditures secured by this Deed of Trust shall be presented to the person
conducting the sale in order that the amount of Indebtedness so used or applied may be credited thereon as having been paid.
Attorneys' Fees; Expenses. If Lender forecloses or institutes any suit or action to enforce any of the terms of this Deed of Trust,
Lender shall be entitled to recover such sum as the court may adjudge reasonable as attorneys' fees at trial and upon any appeal.
Whether or not any court action is involved, and to the extent not prohibited by law, all reasonable expenses Lender incurs that in
Lender's opinion are necessary at any time for the protection of its interest or the enforcement of its rights shall become a part of
the Indebtedness payable on demand and shall bear interest at the Note rate from the date of the expenditure until repaid.
Expenses covered by this paragraph include, without limitation, however subject to any limits under applicable law, Lender's
attorneys' fees whether or not there is a lawsuit, including attorneys' fees and expenses for bankruptcy proceedings (including
efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services, the
cost of searching records, obtaining title reports (including foreclosure reports), surveyors' reports, and appraisal fees, title
insurance, and fees for the Trustee, to the extent permitted by applicable law. Grantor also will pay any court costs, in addition
to all other sums provided by law.
Rights of Trustee. To the extent pennitted by applicable law, Trustee shall have all of the rights and duties of Lender as set forth
in this section.
NOTICES. Any notice required to be given under this Deed of Trust, including without limitation any notice of default and any notice
of sale shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless
otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United
States mail, as first class, certified or registered mall postage prepaid, directed to the addresses shown near the beginning of this
Deed of Trust. All copies of notices of foreclosure from the holder of any lien which has priority over this Deed of Trust shall be sent
to Lender's address, as shown near the beginning of this Deed of Trust. Any party may change its address for notices under this
Deed of Trust by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's
address. For notice purposes, Grantor agrees to keep Lender informed at all times of Grantor's current address. Unless otherwise
provided or required by law, if there is more than one Grantor, any notice given by Lender to any Grantor is deemed to be notice given
to all Grantors.
SPECIAL PROVISION TO AGREEMENT. On June 26, 2012, Borrower (or Grantor, as applicable) filed a voluntary petition under
Chapter 11 of the United States Bankruptcy Code and in the course of such proceeding Lender (or Beneficiary, as
applicable) has agreed to provide debtor-in-possession financing in the principal amount of $3,239,955.00 (the "Fjna! DIP Loan") to be
disbursed in accordance with a budget (the "Budget") all as more fully set forth in that certain Debtor-In-Possession Loan Agreement
of even date herewith (the "DIP loan Agreement"). This Agreement (or Note or Deed of Trust, as applicable) or any other document in
which this provision appears and any amendment, modification, supplement, extension, renewal, restatement or replacement thereof,
Loan No: 4450470301
DEED OF TRUST
(Continued) Page 6
is one of the several loan documents that evidence, secure or is otherwise made or given in connection with the Final DIP Loan (all
collectively the "Related Dgcuments"). AU of the Related Documents shall be modified, interpreted and enforced in accordance with
the following:
1. Borrower's compliance with, performance, or satisfaction of the representations, warranties and covenants of the DIP Loan
Agreement and any orders issued in the Proceeding in connection with the Final DIP shall constitute compliance with,
performance, or satisfaction of the representations, warranties and covenants of the Related Documents regardless of whether or not
the representations, warranties and covenants of the Related Documents are different, more broad or conflict with the
representations, warranties and covenants of the DIP Loan Agreement and Orders.
2. Except as provided in Paragraph 5 below, the Events of Default in the Related Documents that are inconsistent with or in addition
to the Events of Default in the DIP Loan Agreement shall have no force and effect as to Borrower. Stated otherwise and except as
provided in Paragraph 5 below, the only Events of Default that may apply to or be enforced against Borrower are those in the DIP Loan
Agreement.
3. All references in the Related Documents to any guarantor of the Final DIP Loan are deleted. For sake of clarity there is no
guarantor of the Final DIP Loan.
4. All cross-collateral provisions in the Related Documents shall be ineffective and all the Related Documents shall be interpreted and
enforced as though such cross-collateral provisions were never a part thereof.
5. Notwithstanding any other provision of this Special Provision and subject always to the Orders, it is the intent and agreement of
Borrower (or Grantor as applicable) and Lender (or Beneficiary, as appllcable) that all terms and provisions of the Related Documents
necessary to the: (a) placement, attachment, perfection of any liens or security interests given to secure the Final DIP Loan, (b)
maintenance of such placement, attachment or perfection or (c) preservation, protection or maintenance of the collateral that is the
subject of said liens and security interests (d) enforcement of any rights or remedies including receivership, foreclosure or public or
private sale under applicable state law and (e) Borrower's obligation to timely winterize the Golf Courses (as defined in the DIP Loan
Agreement) utilizing generally acceptable practices for high altitude courses shall in each instance remain in full force and effect and
shall not, in any way, be impaired, diminished or waived by the terms of any other paragraph of this Special Provision and in the case
of (c) and (e) of this Paragraph 5 also subject to the Budget and available funds.
6. In the event of any conflict or inconsistency between this Special Provision and the remainder of this Agreement (or Note or Deed
of Trust, as applicable) to which this Special Provision is attached, this Special Provision shall govern and control.
7. In the event of any conflict or inconsistency between the DIP Loan Agreement and any Related Documents, the DIP Loan
Agreement shall govern and control.
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Deed of Trust:
Amendments. This Deed of Trust, together with any Related Documents, constitutes the entire understanding and agreement of
the parties as to the matters set forth in this Deed of Trust. No alteration of or amendment to this Deed of Trust shall be
effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or
amendment.
Annual Reports. If the Property is used for purposes other than Grantor's residence, Grantor shall furnish to Lender, upon
request, a certified statement of net operating income received from the Property during Grantor's previous fiscal year in such
fonn and detail as Lender shall require. "Net operating income" shall mean all cash receipts from the Property less all cash
expenditures made in connection with the operation of the Property.
Caption Headings. Caption headings in this Deed of Trust are for convenience purposes only and are not to be used to interpret
or define the provisions of this Deed of Trust.
Merger. There shall be no merger of the interest or estate created by this Deed of Trust with any other interest or estate in the
Property at any time held by or for the benefit of Lender in any capacity, without the written consent of Lender.
Governing Law. This Deed of Trust will be governed by federal law applicable to Lender and, to the extent not preempted by
federal law, the laws of the State of Colorado without regard to its conmcts of law provisions. This Deed of Trust has been
accepted by Lender in the State of Colorado.
Choice of Venue. If there is a lawsuit, Grantor agrees upon Lender's request to submit to the jurisdiction of the courts of Eagle
County, State of Colorado.
No Waiver by Lender, Lender shall not be deemed to have waived any rights under this Deed of Trust unless such waiver is
given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a
waiver of such right or any other right. A waiver by Lender of a provision of this Deed of Trust shall not prejudice or constitute a
waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Deed of Trust.
No prior waiver by Lender, nor any course of dealing between Lender and Grantor, shall constitute a waiver of any of Lender's
rights or of any of Grantor's obligations as to any future transactions. Whenever the consent of Lender is required under this
Deed of Trust, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent
instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of
Lender.
Severability, If a court of competent jurisdiction finds any provision of!hls Deed of Trust to be illegal, invalid, or unenforceable as
to any circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other
circumstance. If feasible, the offending provision shall be considered modified so !hat it becomes legal, valid and enforceable. lf
the offending provision cannot be so modified, it shall be considered deleted from this Deed of Trust. Unless otherwise required
by law, the illegality, invalidity, or unenforceability of any provision of this Deed of Trust shall not affect the legality, validity or
enforceability of any other provision of this Deed of Trust.
Successors and Assigns. Subject to any limitations stated in this Deed of Trust on transfer of Grantor's interest, this Deed of
Trust shall be binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Property
becomes vested in a person other than Grantor, Lender, without notice to Grantor, may deal with Grantor's successors with
reference to this Deed of Trust and the Indebtedness by way of forbearance or extension without releasing Grantor from the
obligations of this Deed of Trust or liability under the Indebtedness.
Time is of the Essence. Time is of the essence in the performance of this Deed of Trust.
Waive Jury. All parties to this Deed of Trust hereby waive the right to any jury trial in any action, proceeding, or counterclaim
brought by any party against any other party.
Waiver of Homestead Exemption. Grantor hereby releases and waives all rights and benefits of the homestead exemption laws of
the State of Colorado as to all Indebtedness secured by this Deed of Trust.
DEFINITIONS. The following capitalized words and tenns shall have the following meanings when used in this Deed of Trust. Unless
specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of
America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may
require. Words and tenns not otherwise defined in this Deed of Trust shall have the meanings attributed to such terms in the Uniform
Commercial Code:
Loan No: 4450470301
DEED OF TRUST
(Continued) Page 7
Beneficiary. The word "Beneficiary" means Alpine Bank, A Colorado Banking Corporation, and its successors and assigns.
Borrower. The word "Borrower" means CORDILLERA GOLF CLUB, LLC, A DELAWARE LIMITED LIABILITY COMPANY and
includes all co-signers and co-makers signing the Note and all their successors and assigns.
Deed of Trust. The words "Deed of Trust" mean this Deed of Trust among Grantor, Lender, and Trustee, and includes without
limitation all assignment and security interest provisions relating to the Personal Property and Rents.
Default. The word "Default" means the Default set forth in this Deed of Trust in the section titled "Default".
Environmental laws. The words "Environmental laws" mean any and all state, federal and local statutes, regulations and
ordinances relating to the protection of human health or the environment, including without limitation the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. ("CERCLA"),
the Superfund Amendments and Reauthorization Act of 1986, Pub. L No. 99-499 ("SARA"), the Hazardous Materials
Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et
seq., or other applicable state or federal laws, rules, or regulations adopted pursuant thereto.
Event of Default. The words "Event of Default" mean any of the events of default set forth in this Deed of Trust in the events of
default section of this Deed of Trust.
Grantor. The word "Grantor" means CORDILLERA GOLF CLUB, LLC, A DELAWARE UMITED LIABILITY COMPANY.
Guaranty. The word "Guaranty" means the guaranty from guarantor, endorser, surety, or accommodation party to Lender,
including without limitation a guaranty of all or part of the Note.
Hazardous Substances. The words "Hazardous Substances" mean materials that, because of their quantity, concentration or
physical, chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the
environment when improperly used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled.
The words "Hazardous Substances" are used in their very broadest sense and include without limitation any and all hazardous or
toxic substances, materials or waste as defined by or listed under the Environmental Laws. The term "Hazardous Substances"
also includes, without limitation, petroleum and petroleum by-products or any fraction thereof and asbestos.
Improvements. The word "Improvements" means all existing and future improvements, buildings, structures, mobile homes
affixed on the Real Property, facilities, additions, replacements and other construction on the Real Property.
Indebtedness. The word "Indebtedness" means all principal, interest, and other amounts, costs and expenses payable under the
Note or Related Documents, together with all renewals of, extensions of, modifications of, consolidations of and substitutions for
the Note or Related Documents and any amounts expended or advanced by Lender to discharge Grantor's obligations or expenses
incurred by Trustee or Lender to enforce Grantor's obligations under this Deed of Trust, together wlth interest on such amounts
as provided in this Deed of Trust. Specifically, without limitation, Indebtedness includes all amounts that may be indirectly
secured by the Cross-Collateralization provision of this Deed of Trust.
Lender. The word "LenderD means Alpine Bank, A Colorado Banking Corporation, its successors and assigns.
Note. The word "Note" means the promissory note dated September 28, 2012, in the original principal amount of
$3,239,955.00 from Grantor to Lender, together with all renewals of, extensions of, modifications of, refinancings of,
consolidations of, and substitutions for the promissory note or agreement. The maturity date of the Note is December 28, 2012.
Personal Property. The words "Personal PropertyD mean all equipment, fixtures, and other articles of personal property now or
hereafter owned by Grantor, and now or hereafter attached or affixed to the Real Property; together with all accessions, parts,
and additions to, all replacements of, and all substltutions for, any of such property; and together with all proceeds (including
without limitation all insurance proceeds and refunds of premiums) from any sale or other disposition of the Property.
Property. The word "Property" means collectively the Real Property and the Personal Property.
Real Property. The words "Real Property" mean the real property, interests and rights, as further described in this Deed of Trust.
Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements,
environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and
all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the
Indebtedness.
Rents. The word means all present and future rents, revenues, income, issues, royalties, profits, and other benefits
derived from the Properly.
Trustee. The word "Trustee" means the Public Trustee of EAGLE County, Colorado.
GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS DEED OF TRUST, AND GRANTOR AGREES TO ITS
TERMS.
GRANTOR:
CGH MANAGER, LLC, MANAGER of CORDILLERA GOLF CLUB, LLC, A DELAWARE
By:

Loan No: 4450470301
DEED OF TRUST
(Continued)
LIMITED LIABILITY COMPANY ACKNOWLEDGMENT
STATE OF ___________ _
COUNTY OF ___________ _
) ss
)
Page 8
On this day of , 20 , before me, the undersigned Notary Public,
personally appeared AUTHORIZED SIGNER FOR CGH MANAGER, LLC, and known to me to be a member or designated agent of the
limited liability company that executed the Deed of Trust and acknowledged the Deed of Trust to be the free and voluntary act and
deed of the limited liability company, by authority of statute, its articles of organization or its operating agreement, for the uses and
purposes therein mentioned, and on oath stated that he or she is authorized to execute this Deed of Trust and in fact executed the
Deed of Trust on behalf of the limited liability company.
"''------------------
Residing at< ________________ ___
Notary Public in and for the State of'_ _______ _ My commission expires, ____________ _
LASER PRO Lending, Ver. 5_60.00.005 Copr. Harland Financial Solutions, Inc. 1997, 2012. All Rights Reserved. co
M:\CFI\LPL\G01.FC TR-44750 PR-78
EXHIBIT "A"
This EXHIBIT "A" is attached to and by this reference is made a part of the Deed of Trust, dated September 28, 2012, and executed
in connection with a loan or other financial accommodations between ALPINE BANK, A COLORADO BANKING CORPORATION and
CORDILLERA GOLF CLUB, LLC, A DELAWARE LIMITED LIABILITY COMPANY.
THIS EXHIBIT "A" IS EXECUTED ON SEPTEMBER 28,2012.
GRANTOR:
By:""'"">rn"'"""""'"""'"""'"""""'""--
AurHoRJZED SIGNER FOR CGH MANAGER, LLC
Case:12-24882-ABC Doc#:490-2 Filed:09/26/12 Entered:09/26/12 15:10:06 Page10 of
63
EXHIBIT "8"
This EXHIBIT "B" is attached to and by this reference is made a part of the Deed of Trust, dated September 28, 2012, and executed
THIS EXHIBIT "B" IS EXECUTED ON SEPTEMBER 28, 2012.
GRANTOR:
By:

63
EXHIBIT "A"
This EXHIBIT ~ A " is attached to and by this reference is made a part of the Deed of Trust. dated September 28, 2012. and executed
in connection with a Joan or other financial accommodations between ALPINE BANK, A COLORADO BANKING CORPORATION and
THIS EXHIBIT "A" IS EXECUTED ON SEPTEMBER 28, 2012.
GRANTOR:
CORDILLERA GOLF CLUB, LLC, A DELAWARE LIMITED liABILITY COMPANY
CGH MANAGER. LLC, MANAGER of CORDILLERA GOLF CLUB, LLC, A DELAWARE
liMITED LIABILITY COMPANY
By:
'A"U"T'"H"'o=R"'IZ"'E'"D"S'"I"'G"'N"'E'"R"F"O'-R""C"'G"H'M=A-.N"A"G'"E""R. L'L"C--
63
SCHEDULE A
LEGAL DESCRIPTION
Parcel 1 (fee simple):
TRACT A,
CORDILLERA SUBDIVISION FILING NO. 14 THE CLUB COTTAGES, A RESUBDfVISIO
OF TRACTS B At'ID B-1, CORDILLERA SUBDIVISION FILING NO.7,
According to the Amended Plat recorded October 18, 1994 in Book 652 at Page 841 as Recepti<
No. 548878.
COUNTY OF EAGLE
STATE OF COLORADO
Parcels L-1 and L-2,
BEARCAT AT THE RANCH AT CORDILLERA,
CORDILLERA SUBDIVISION, FILING NO. 12,
According to the plat recorded August 30, 1994 in Book 648 at Page 856 as Reception No. 5448
COUNTY OF EAGLE
STATE OF COLORADO
Parcel L-3,
According to the Plat recorded June 9, 1997 in Book 728 at Page 915 as Reception No. 624877.
COUNTY OF EAGLE
STATE OF COLORADO
TractS,
CORDILLERA SUBDfVISION, FILING NO. 8,
According to the plat recorded June 24, 1993 in Book 612 at Page 307 as Reception No. 508384.
COUNTY OF EAGLE
STATE OF COLORADO
63
Tracts Tl, T2 and T3,
CORDILLERA SUBDIVISION, FILING NO. I 0, TRACT T
A RESUDIVISION OF TRACT T
According to the plat recorded December 17, 2004 as Reception No. 900959.
COUNTY OF EAGLE
STATE OF COLORADO
Parcels W-1, W-2 and W-4,
CORDILLERA SUBDIVISION, FILING NO. 41
according to the plat recorded June 19, 2000 as Reception No. 732428
COUNTY OF EAGLE
STATE OF COLORADO
Parcel W-3,
CORDILLERA SUBDNISION, FILING NO. 36, BLOCK 1, LOT 26,
according to the plat recorded December 5, 2001 as Reception No. 778130
COUNTY OF EAGLE
STATE OF COLORADO
Tract P,
COUNTY OF EAGLE
STATE OF COLORADO
Parcel 9 (easement):
Tract V,
CORDILLERA SUBDIVISION, FILING NO. 4 l
COUNTY OF EAGLE
STATE OF COLORADO
63
Tract 8,
according w the plat recorded February 8. 2000 as Reception No. 722159.
COUNTY OF EAGLE
STATE OF COLORADO
Tract R-l,
according to the plat recorded January 13, 2004 as Reception No. 864906.
COUNTY OF EAGLE
STATE OF COLORADO
Tract B,
According to the Plat recorded June 9, 1997 in Book 728 at Page 914 as Reception No. 624876 and
the Correction Plat recorded May 26, 1998 as Reception No. 657679.
COUNTY OF EAGLE
STATE OF COLORADO.
An easement estate as described in Warranty Deed recorded February 2, 2004 as Reception No.
866472, described as follows:
A permanent utility and access easement of varying width lying within and north of the
of Colorado State Highway 6 along the following described perimeter located in the Southeast
Quarter of Section 36, T 4 S, R 83 W of the 6th P.M., with all bearings based on the Final Plat of St.
Claire of Assisi Parish according to the Plat thereof as Recorded on October 29, 1996 in the office
of the Eagle County Clerk and Recorder, Eagle County, Colorado at Book 709, Page 965 at
Reception No. 605945, and with the perimeter of said easement being more particularly described
as folfows:
Comnlencing at a found CDOT-R.O.W. Monument on the south right-of-way of State Highway 6,
at station 1630+00, being a brass cap set in concrete, from which a similarCDOT-R.O.W.
Monument at station 1611+00 bearsS. 57 55' II" E. 1900.00 feet,
thence along said south right-Of-wayS. 5r55' II" E. 17.41 feet to the Point of Beginning;
thence departing said south right-of-way the following five (5 )-courses:
IJ N. 30 51 25 .. E. 11.10 feet;
2) N. 14 20' 44 .. E. 79.91 feet;
3) N. 57" 55' II .. W. 106.11 feet;
4) Along a curve to the right having an arc length of 211,91 feet, a radius of 5693.00 feet and a
central angle of rOT 58" with a chord bearing and distance of N. 56 51' 12" W. 21 1.90 feet;
5) N. 26 01 30,. E. 13.13 feet; to the nonh right-of-way of said State Highway 6;
63
1 nence a10ng nonn a1ong a curve to me ngm, navmg an <trc 1engm or rs5. 1 J reer,
a radius of 5680.00 feet and a central angle of 0' 50' 41" with a chord bearing and distance of N 55'
20' 45" W. 83.73 feet:
thence departing said right-of-way the following thirteen ( 13) courses:
I) N. 35' 00' 00" E. 62.84 feet;
2) N. 55' 00' 00" W. 20.00 feet;
3) N. 35' 00' 00" E. 50.00 feet;
4) S. 55' 00' 00" E. 93.00 feet;
5) S. 35' 00' 00" W. 78.00 feet;
6) S. 51' 44' 40" E. 25.83 feet;
7) S. 26' 01 30" W. 14.13 feet;
8) S. 54' 21' 29" E. 54.81 feet;
9) S. 00' 00' 00" E. 3.82 feet;
10) S. 55' 38' 28" E. 135.03 feet;
11)5.57'55' ll"E.123.14feet;
12) S. 14' 20' 44" W. 98.80 feet;
13) S. 20 51 25" W. 16.21 feet to the south right-of-way of said State Highway 6;
thence along said south right-of-way N. 57' 55' I 0" W. 20.39 feet to the Point of Beginning.
COUNTY OF EAGLE
STATE OF COLORADO
Tract J,
CORDILLERA VALLEY CLUB FILING NO. I
According to the plat thereof recorded August 29, 1995 in Book 674 at Page 807 as Reception No.
570822.
COUNTY OF EAGLE
STATE OF COLORADO
Tracts I and H,
CORDILLERA VALLEY CLUB FILING NO.9, LEGACY TRAIL
According to the plat thereof recorded July 15, 1998 as Reception No. 654885.
COUNTY OF EAGLE
STATE OF COLORADO
and
Tract R,
CORDILLERA VALLEY CLUB FlUNG NO.9, LEGACY TRAIL, TRACT R,
According to the plat recorded May 4, 1998 as Reception No. 654885 and the correction plat
recorded May 20, 2004 as Reception No. 877949.
COUNTY OF EAGLE
STATE OF COLORADO
63
Tract B,
CORDILLERA SUBDIVISION FILING NO. 16,
According to the tina! plat recorded August 19, 1994 in Book 648 at Page 202 as Reception No
544243 and correction plat recorded November 21, 1994 in Book 655 at Page 562 as Reception
551596.
COUNTY OF EAGLE
STATE OF COLORADO
An easement for the purpose of constructing, installing, using maintaining, repairing and rep lac
from time to time the golf course related improvements as granted and delineated in that Easem
Agreement recorded December 18, 2003 as Reception No. 86240 I and re-recorded November i
2006 as Reception No. 200630398.
COUNTY OF EAGLE
STATE OF COLORADO
Kensington Green Par 3 Maintenance Facility Lot,
CORDILLERA SUBDIVISION FILING NO. 31,
According to the correction plat recorded September 8, 1998 as Reception No. 668666,
COUNTY OF EAGLE
STATE OF COLORADO
Tract A,
CORDILLERA SUBDIVISION FILING NO 31
According to the correction plat recorded 8, 1998 as Reception No. 668666.
Non-eXclusive for and use over those portions of the Common Area reasonable
necessary to the operation. matntenance, repair and replacement of the golf course.
Non-exclusive easement for overs pray of water from any irrigat;
00
system serv'n t" If
_ , " 1 g ue go coun
Easement of access for the purpose of retrieving golf balls from bodies of water within the ComJ
Area lymg w1thm range of golf balls hit from the golf course.
All as granted and delineated in Article 13.5 (b) (c) and (d) of that Declaration of('
c d' d R . _oven ants
on ttlons, an estnctwns for Cordi!Jera Community Association recorded June 29. 1 qq) in R
63
Non-exclusive easement for access and use over those portions of the
necessary to the operation. maintenance, repair and replacement of the
Non-exclusive easement for overspray of water from any irrigation syt
Easement of access for the purpose of retrieving golf balls from bodie
Area lying within range of golf balls hit from the golf course.
All as granted and delineated in Article 13.5 (b) (c) and (d) of that Cer
Amended and Restated Declaration of Covenants, Conditions and Res
recorded May 12, 1993 in Book 608 at Page 785 as Reception No. 5()L
Non-exclusive em;ement for access and use over those portions of the
necessary to the operation, maintenance, repair and replacement of the
Non-exclusive easement for overs pray of water from_ any irrigation s y ~
Easement for the purpose of blending the grading of the golf course an
the clubhouse) with such Lots and Common Area and for grass soddin
borders of the golf course and related areas.
All as granted and delineated in Sections 8.12.2, 8.12.3 and 8.12.4 oft
Conditions and Restrictions and Easements of Blackhorse at Cordiller:
as Reception No. 771735.
COUNTY OF EAGLE
STATE OF COLORADO
63
EXHIBIT "B"
This EXHIBIT nB" is attached to and by this reference is made a part of the Deed of Trust. dated September 28, 2012, and executed
CORDillERA GOLF CLUB, LLC, A DELAWARE LIMITED liABiliTY COMPANY.
THIS EXHIBIT "B" IS EXECUTED ON SEPTEMBER 28. 2012.
GRANTOR:
CORDILLERA GOLF CLUB. LLC, A DELAWARE LIMITED LIABILITY COMPANY
CGH MANAGER. LLC. MANAGER of CORDILLERA GOLF CLUB, LLC. A DELAWARE
Bv:

63
EXHIBIT B
VALLEY COURSE WATER RIGHTS
L The water rights on Spring Creek described as follows:
I
I
Appropriation
I Adjudication
I
Structure
Amount Date
! Dete
Groff Ditch 0.3 c.ts. 4/30/1885 12117/1889
I
I
Groff Ditch 6.1 cJ.s. 91911889 12/17/1889
Groff Ditch-
Cottonwood 1.0 c.f.s. 7/1311990 12/31/1991
Enlargement
Said two Groff Ditch water rights are subject to the terms and limitations of the change
decree in Case No. 91-CW-034, including, but not limited to, the provisions of paragraphs
5, 6, and 7 of said decree. Said water rights are summarized in Appendix A hereto.
2. The water rights on Burnison Creek (alkla Beard Creek) and on Deadhorse Gulch
described as follows:
Appropriation Adjudication
Structure
Amount Date Date
Root Ditch 1.6 c.f.s. 6/21/1901 6/4/1917
Root Ditch-
Reynolds 1.0 cJ.s. 7/27/1973 12/31/1982
Enlargement
Said water rights are subject to the terms and limitations of the change decree in Case No.
91-CW-034, including, but not limited to, the provisions of paragraphs 5, 6 and 7 of said
decree. Said water rights are summarized in Appendix A hereto.
3. Those absolute and conditional water rights decreed to Cordillera Valley Club Golf
Course Pond No. 1, Cordillera Valley Club Golf Course Pond No. 2, Cordillera Valley Club
Golf Course Pond No. 3, Cordillera Valley Club Golf Course Pond No. 4, and Cordillera
Valley Club Golf Course Pond No.5, in Case No. 91-CW-033, on December 8, 1992, by
the District Court in and for Water Division No. 5, State of Colorado. The decree for said
water rights is summarized in Appendix B.
4. That conditional water right decreed to the Cottonwood Pump and Pipeline, in Case
No. 91-CW-033, on December 8, 1992, by the District Court in and for Water Division No. 5,
State of Colorado. The decree for said water right is summarized in Appendix C.
5. Agreement, amongst Cordillera Valley Club Investors Limited Partnership,
SDC.A._14897?'5.i
B-1
63
Black Bear Properties, LLC, JMCG Colorado, LLC, and Academy Woods, Ltd., for
construction and use of water features located on Lots 2, 5, and 6, Timber Springs,
recorded July 28, 2008 as Reception No. 200815928.
6. Agreement, between Cordillera Valley Club Investors Limited Partnership and
Summit Investments, LLC, for construction and use of water feature located on Lot 1,
Timber Springs, recorded September 24, 2008 as Reception No. 200820542.
7. All of the water, totaiing 65 acre-feet, under United States Department of the
Interior Water Service Contract No. 3-07-50-W0903, dated November 30, 1992, for the
delivery of water from Green Mountain Reservoir.
8. The plan for augmentation decreed in Case No. 91-CW-33.
SDCA_1489775.1
B-2
63
APPENDIX A
GROFF DITCH AND ROOT DITCH WATER RIGHTS
The water right decreed to the Groff Ditch-Cottonwood Enlargement in Case No.
91-CW-33 on December 8, 1992, and the water rights in the Groff Ditch and the Root Ditch
and the Root Ditch-Reynolds Enlargement changed by the decree entered on December 8,
f 1992 in Case No. 91-CW-034, are summarized or informational purposes as follows:
Structure
Groff Ditch-Cottonwood
Enlargement
(Upper Groff Ditch)
Groff Ditch
(Lower Groff Ditch)
Groff Ditch
(Lower Groff Ditch)
Root Ditch
Root Ditch-Reynolds
Enlargement
Amount
1 .0 c.f.s.
I
6.1 c.f.s.
0.3 c.f.s.
1.6 c.f.s.
1.0 c.f.s.
Appropriation
I
Adjudication
Date Date
I
711311990 1213111991
I
91911889 1211711889
'
413011885 1211711889
612111901 6/411917
7127/1973 12/31/1982
a. The water rights, other than the Groff Ditch-Cottonwood Enlargement,
were historically used to irrigate approximately 77 acres of land located in Sections 31 and
32, Township 4 South, Range 82 West of the 6th P.M., Eagle County, Colorado.
b. The head gate of the Groff Ditch is located on the East bank of S p r i n ~
Creek at a point in theSE Y. of Section 36, Township 4 South, Range 83 West of the 6
P.M., whence the quarter section corner between Sections 31 and 36, Township 4 South,
Range 83 West, bears N.60c30' E. 951.5 feet.
c. The headgate of the Groff Ditch-Cottonwood Enlargement is located
on the East bank of Spring Creek in the NE Y. NE Y. of Section 36, Township 4 South,
Range 83 West of the 6th P.M., whence theE Y. corner of said Section 36 bears S.330'E.
2145 feet
d. The headgate of the Root Ditch is located on the West bank of
Burnison Creek at a point whence the SW corner of Section 32, Township 4 South, Range
82 West of the 6th P.M. bears S.4745'W. 2500 feet
SDCA_1489778.1
B-3
63
Appendix A Page 2
Groff Ditch and Root Ditch Water Rights
e. The point of diversion of the Root Ditch-Reynold Enlargement is
located on Dead horse Gulch at the point where the Root Ditch crosses Deadhorse Gulch in
the SW Y. SW Y. of Section 32, Township 4 South, Range 82 West of the 6th P.M., at a
point whence the SW corner of Section 32 bearsS. 2939'28" W. 1421.5 feet
f. Under the decree in Case No. 91-CW-034, dated December 8, 1992:
(1) The Groff Ditch-Cottonwood Enlargement point of diversion
was added as an alternate point of diversion for the Groff Ditch.
(2) The Groff Ditch, Root Ditch, and Root Ditch-Reynolds
Enlargement water rights were decreed for golf course and landscape
storage and irrigation purposes on 77 acres of land located within Sections
31 and 32, Township 4 South, Range 82 West of the 61h P.M., more
particularly described in Exhibit A attached to the decree.
(3) Applicant agreed not to exercise these rights in such a manner
as to call, or cause an administrative call to be placed upon the Burnison
Ditch (Priority No. 112) or the Bumison Ditch No.2 (Priority No. 111) as
decreed by the Eagle County District Court in Civil Action No. 294 entered on
June 29, 1894.
( 4) Applicant further agreed to abandon the Groff Ditch Priorities
Nos. 334 and 337 decreed by the Eagle County District Court in Civil Actions
Nos. 669 and 675, respectively.
g. By the decree entered by the District Court, in and for Water Division
No.5, State of Colorado, on May23, 1999, in Case No. 98CW249, the water right decreed
to Groff ditch-Cottonwood Enlargement was continued as conditionaL
h. Under the decree entered in Case No. 05-CW-095, dated August 25,
2006, the following water rights were made absolute:
(1) 0.8 of the 1.0 c.f.s. decreed conditional to the Groff Ditch-
Cottonwood Enlargement for irrigation use; and
(2) 0.93 of the 1.0 c.f.s. originally decreed conditional to the Groff
Ditch-Cottonwood Enlargement for recreation and piscatorial uses;
SDCA_ 1489776.1
B-4
63
Appendix A Page 3
h. Under the decree entered in Case No. 05-CW-95, the lollow'mg water
rights were continued as conditional:
(1) 0.2 c.f.s. of the 1.0 C.f.s. decreed conditional to the Groff Ditch-
The month for filing the next application tor finding of reasonable diligence is August,
2012.
SDCA_148977E.1
B-5
63
APPENDIX B
CORDILLERA VALLEY CLUB GOLF COURSE PONDS NOS. i THROUGH 5
Condiiional water storage rights were decreed by the District Court in and for Water
Division No. 5, Colorado in Case No. 9iCW033, on December 8, 1992, for the Cordillera
Valley Club Golf Course Ponds Nos. 1, 2, 3, 4, and 5, summarized for informational
purposes as follows:
SDCP.._ '\489777.1
A. Legal Descriptions and Amounts:
1 . Golf Course Pond No. 1, decreed 6.0 acre feet, conditional, is located in
the NWY. SWY. of Section 31, T. 4 S., R. 82 W. of the 6th P.M., whence
the SW comer of said Section 31 bears S. 14 o 45' W. 1 ,600 feet.
2. Golf Course Pond No. 2, decreed 2.0 acre feet, conditional, is located in
the SEY. NWY. of Section 31, T. 4 S., R. 82 W. of the 6th P.M., whe.nce
the WY. corner of said Section 31 bearsS. 77 45' W. 2,270 feet.
the NWY. SEY. of Section 31, T. 4 S., R 82 W. of the 6th P.M., whence
the SY. comer of said Section 31 bearsS. 29 o 30' W. 2,060 feet.
4. Golf Course Pond No.4, decreed 20.0 acre feet, conditional, is located in
the SWY. SEY. of Section 31, T. 4 S., R. 82 W. of the 6th P.M .. whence
the SY. corner of sai.d Section 31 bears S. 57 o 15' W. 1,520 feet.
the SWY. SWY. of Section 32, T. 4 S., R. 82 W. of the 6th P.M . whence
the SW comer ofsaid Section 32 bears S. 48 oW. 1,300 feet.
B. Uses: Irrigation. recreation and piscatorial uses.
C. Date of initiation of appropriation: July 13, 1990.
D. The sources of the Golf Course Ponds Nos. 1 through 5, inclusive, are:
Spring Creek via the Groff Dttch- Cottonwood Enlargement (1 cfs); Bumison
Creek via the Root Ditch (1 .6 cfs) decreed in Eagie County District Court,
Civil Action No. 687; Deadhorse Gulch via the Root Ditch - Reynolds
Enlargement (1 cis) decreed in Case No. 82CW34i; and the Eagle River via
the Cottonwood Pump and Pipeline (2 cfs).
B-6
63
Appendix 8
CVC Golf Course Ponds Nos. 1 through 5
SDCA_ i4S9777.1
E. Each of the said reservoirs shall be constructed by means of embankment of
less than ten feet in height
F. By the decree entered by the District Court in and for Water Division No. 5,
State of Colorado, on May.23, 1999, in Case No. 98CW249, the water rights
decreed to Golf Course Pond Nos. 1 through 5, inclusive, were continued as
conditional.
G. Portions of the above-described water rights were made absolute, and the
remainder continued as conditional, by the decree entered by the District
Court, in and for Water Division No. 5, Colorado, on August 24, 2006, in
Case No.05-CW-095, as follows:
H.
1. Golf Course Pond No. 1 has been constructed and subsequently used for
storage of water and subsequently used for irrigation, recreation, and
piscatorial uses at the Cordillera Valley Club golf course
(a) Description of portion of conditional water right hereby made
absolute:
(i) Date water rights applied to beneficial use: June
1' 1993.
(ii) Amount made absolute: 6.0 acre-feet.
(iii) Uses: Irrigation, recreation and piscatorial uses.
The month for filing the next application for a finding of reasonable diligence
is August 2012.
-1\Y..WFTTORF\LOCALS- t \TEMP\NETRfGHT\PRl!\'1\ j 4897n _1.DOC
B-7
63
APPENDIX C
SURFACE WATER RIGHT DECREED TO COTTONWOOD PUMP AND PIPELINE
A conditional surface water right was decreed to the Cottonwood Pump and Pipeline
in Case No. 91-CW-033, on December 8, 1992 is summarized for informational purposes
as follows:
a. Legal description: The headgate is located at a point on the north l:>ankof
the Eagle River in the SWY. SWY. of Section 31, T. 4 S., R. 82 W. of the 6th P.M. whence the
SW comer of said Section 31 bearsS. 5o W. 500 feet.
b. Date of initiation of appropriation: July 13, 1990.
c. Amount decreed: 2.0 cfs, conditional.
d. Uses: lnrigation, recreation and piscatorial uses.
e. Source: Eagle River.
f. By the decree entered by the District Court, in and for Water Division
No.5, State of Colorado, on May23, 1999, in Case No. 98CW249, the water right decreed
to Cottonwood Pump and Pipeline was continued as conditional.
No. 5, State of Colorado, on August 24, 2006, ,n Case No. 05CW95, the water right
decreed to Cottonwood Pump and Pipeline was continued as conditional for all originally
decreed purposes, and the month. for filing the next application for finding of reasonable
diligence is August, 2012.
C;\OOCUME-1 \KV/ITTORF\LOCALS-1\.TEMP\NETR!GHTIPR!Nl'\ t48Si78 ~ i.bOC
SDCA_148S778.1
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SUMMIT COURSE, MODl'<'TAIN COURSE AND SHORT COURSE WATER RIGHTS
l. Those certain conditional storage water rights decreed in Case No. 91-CW-075 on
January 3, 1992, by the District Court in and for Water Division No. 5, State of Colorado, for the
Golf Course Ponds Nos. 1 through 6, inciusive, which water rights are summarized on Appendix A.
2. Those conditional water rights decreed to Stag Gulch Diversion Point No. 1, Stag
Gulch Diversion Point No. 2, Stag Gulch Diversion Point No. 3, Stag Gulch Diversion Point No. 4,
and Stag Gulch Diversion Point No.5, in Case No. 91-CW-076, on January 3, 1992, by the District
Court in and for Water Division No.5, State of Colorado. The decree for said water rights is
summarized in Appendix B hereto.
3. The water right decreed to SCR Diversion Point No. 2, SCR Diversion Point No. 3,
SCR Diversion Point No.4, SCR Diversion Point No. 5, and SCR Diversion Point No. 6 (the
Graham Ditch beadgate) in Case No. 89-CW-218 on October 11, 1990, by the District Court in and
for Water Division No. 5, State of Colorado. Tne water rights decreed to SCR Diversion Point
No. 2, SCR Diversion Point No. 3, SCR Diversion Point No.4, SCR Diversion Point No. 5, and
SCR Diversion Point No. 6 are more particularly described in Appendix C hereto.
4. Tne water rights on Squaw Creek described as follows:
Structure
Amount Date Date
Graham Ditch
I
1.5 c.f.s. 6/22/1904 2127/1911
Gra."tam Ditch 3.0 c.f.s. 611011914 4!15/1920
.
Said water rights are subject to the terms and limitations of t."te change decree in Case
No. 91-CW-077, including, but not limited to, the provisions of paragraph 5, paragraph 6.b.(2),
paragraph 6.c.(3), and paragraph 17. Said water rights are summarized on Appendix D hereto.
5. The water rights on Squaw Creek described as follows:
I
I Structure Amount Date Date
Dora B Ditch 1.0 c.f.s.
!
11/1!1 892 6/29/1894
i
I
Henderson Ditch
!
0.90 c.f.s.
I
2/2711911 6/28/1907
I
'
Sara M Ditch 0.40 c.f.s.
I
5/1/1892 j 6/29/1894
I
SOCA_149033B.2
B-9
63
Said Dora B Ditch and Henderson Ditch water rights are subject to IJ1e terms and limitations of tbe
change decree in Case No. 91-CW -077, including, but not limited to, tbe provisions of paragraphs 5,
6.b.(2), and 6.c.(3) of said decree. Said water rights are summarized in Appendix E hereto. Said
Sara M Ditch water right is subject to tbe terms and limitations of the change decree in Case No.
97 -CW -280, including, but not limited to, tbe provisions of paragraphs 7 .a.( 4), 8.a., and 8.b. of said
decree. Said water rights are summarized in Appendix F hereto.
6. 235 acre-feet of the water under United States Department of tbe Interior Water
Service Contract No. 4-07-60-W!OlS, dated April21, 1994, for tbe delivery of water from Green
Mountain Reservoir, Colorado Big-Thompson Project, Colorado.
7. The water right decreed to Eagle River Diversion Point No. L Tne waterriglu decreed
to Eagle River Diversion Point No. I is more pa.-ticularly described in Appendix G hereto.
8. The right to divert by exchange tbe water rights described in paragraphs 1, 2, 3, 4, and
5, above, at eagle River Diversion Point No. L Said right of exchange was decreed a rate of flow of
5 c.fs., witb a December 19, 1997 appropriation date by paragraph 9.b. oftbed=eein C'..ase No. 97-
CW-280, subject to tbe terms and conditions in paragraphs nos. 5, 22, and 26 of said decree.
9. The water rights on East Lake Creek described as follows:
Structure
Amount Date Date
Creamery Ditch
3.40 c.f.s. 5/511897 5/5!1901
Creamery Ditch,
'
First Enlargement
3.63 c.fs. 5/5!1898 10/311936
I
Said water rights are subject to tbe terms and limitations oitbe change decree in Case No. 99-CW-
031, inclndi11g, but not limited to, tbe provisions of paragraphs ll.e., 23 and 24 of said decree. Said
water rights are sununarized in Appendix H hereto.
10. I 0 acre-feet (1 00%) of Eagle River Supply pursuant to Water Supply Contract with
Colorado River Water Conser>ation District, acting by and through its Colorado River Water Projects
Enterprise (CRWCD 99-12), dated July 30, 1999.
1 1. The conditional water rights decreed to Mountain Tract Springs Nos. 3, 4, and 5 in
Case No. 97-CW-279, onNovember9, 1998, by !be District Court in and for Water Division No.5,
State of Colorado. The decree for said water rights are sunnnarized in Appendix L
12. An interest in and benefit oftbe plan of augmentation decreed by tbe Water Court in
Case No. 86-CW-153 on August 18, 1987, as amended bytbe decrees oftbe Water Court entered in
2

B-10
63
Cases Nos. 87-CW-310, 89-CW-217, 91-CW-078, 95-CW-040, 95-CW-041, 97-CW-280, 99-CW-
170, 00-CW -01 1, and 01-CW -123 commensurate with the water rights conveyed herein.
13. An interest in and benefit of the plan of augmentation decreed by the Water Court in
Case No. 9!-CW-077 on January 3, 1992, as amended by the decrees of the Water Court entered in
Cases Nos. \15-CW-040, 95-CW-04!, 96-CW-021, 97-CW-280, 99-CW-170, 00-CW-011, and 0!-
cw -123 conu"tlensurate with the water rights conveyed herein.
TOGETHER \VITH Grantors' ditches, headgates, pumps, pipelines, a.rtd oilier facilities
currently used to deliver the nonpotable water for irrigation pmposes to the CordillecaMountain Golf
Course, the Cordillera Short Golf Course, and t.'1e Cordillera Summit Golf Course, including, but not
limited to, facilities located on tlle recorded easements described in the following instruments:
(l) Quit Claim Deed recorded November J 0, 1992 in Book 594atPage45, in the
Eagle County, Colorado records ("Petty Parcel")
(2) Amendment to Easement Agreement recorded November l 0, 1992, in Book
594 at Page 44, in the Eagle County, Colorado records ("Petty Parcel")
(3) Sewer Easement Agreement between Stag Gulch Partners and John Zehren
recorded October 23, 1995 as Reception No, 574890, in the Eagle County,
Colorado records
( 4) Second Amendment to Easeroent Agreement recorded December 22, 2000, as
Reception No. 746845 in the Eagle County, Colorarlo records ("Zehren
Parcel")
(5) Easement Agreement recorded September 13, 2002, as Reception No. 807157
in the Eagle County, Colorado records ("Archdiocese Parcel")
Together with any and all water rights, easements, facilities or other interests of
Grantors, if any, in an.d under tlle foflowing:
(1) Deed of Trust, Assignment of Rents and Leases, and Security Agreeroent
among Stag Gulch Partners, Eagle Golf, LLC, Squaw Creek Realty Corp.,
Cordillera Valley Club Investors Limited Partners, Wilmar Development
LLC, Kensington Partners and Galena Pa'iners and the Public Trustee of the
County of Eagle, State of Colorado and Alpine Bank, recorded Augnst 5,
2004 as Reception No. 886691 in the Eagle County, Colorado records
C:\NRPORTBL'SDCA.\KWfiTORFU4iJ03"JR_Z.DOC
B-11
3
63
s::c,t. __ 1490338.2
(2) Deed of Trust among Eagle Golf, ILC and Cordillera Sunnnit Golf, Inc.,
recorded Angus! 5, 2004 as Reception No. 886688 in the Eagle CouiJty,
Colorado records
(3) Deed of Trust among Eagle Golf, LLC and Cordillera Sunnnit Golf, Inc.
recorded August 5, 2004 as Reception No. 886689 in Ll,e Eagle Cotmty,
Colorado records
( 4) Deed of Trust among Kensington Partners, Eagle Golf LLC and Cordillera
Summit Golf, Inc., recorded August 5, 2004 as Reception No. 886690 in the
Eagle County, Colorado records
(5) Deed ofTrust for Stag Gulch Partners, recorded March23, 1991 as Reception
No. 531699 in the Eagle Connty, Colorado records
(6) Quitclaim Deed between Castile Properties, Inc. and Stag Gulch Partners
recorded December 31, 1990 as Reception No. 441 040 in the Eagle Connty,
Colorado records
(7) Special Warranty Deed between Creamery Gulch Land Company, Inc. and
Kensington Partners, recorded December 15, 1998 as Reception No. 680144
in the Eagle County, Colorado records
(8) Water rights conveyed by Warranty Deed among Florene Fenno & Co., eta/.
and Valley Realty Corp. recorded January 9, 1990 as Reception No. 416995
in the Eagle County, Colorado records
(9) Special Warranty Deed between Chris P _ Joufias and Stag Gulch Partners
recorded September 16, 1991 as Reception No. 45&373 in the Eagle County,
Colorado records
(1 0) Warranty Deed between Castile Properties, Inc. and Stag Gulch Partners
recorded December 31,1990 as Reception No. 441043 in the Eagle County,
Colorado records
(i I) Recovery Implementation Program for Endangered Fish Species, (part of
letter from U.S. Department of Interior, Fish & Wildlife Services, dated
March 9, 2000 regarding enclosing Recovery Agreement)
4
B-12
63
S D C A ~ 1<190338.2
(12) Agreement Between Kensington Partners, Stag Gulch Partners, Goshawk
Development, L.L.C. and Tirree One Two, L.L.C. for Easement and Access to
the Graham Ditch Pipeline through the Kelly Property, dated June 10, 2008
(13) Agreement between Kensington Pa,-mers, Stag Gulch Partners, Goshawk
Development LLC and Richard and FranCis Craig, recorded November 21,
1997 as Reception No. 640200 in the Eagle County, Colorado records
( 14) Easement Agreement between Cordillera Lodge & Spa, LLC and Eagle Golf,
LLC recorded on December 18, 2003 as Reception No. 862401 in the Eagle
County, Colorado records
(15) U.S. Department of Agriculture Forest Service Special Use Permit for Stag
Gulch Partners, issued November 25, 1992
(16) Tim Eller- verbal agreement allowing for water, as available.
5
C:\"lRI'OR1'ELlSDCA\K'WJTIDRF\l49033 8 _ 2 .DOC
B-13
63
APPENDIX A
GOLF COURSE PONDS NOS. 1 THROUGH 6
Conditional water storage rights were decreed by the District Court in and for Water
Division No.5, Colorado in Case No. 91-CW-075, on January 3, 1992, for the proposed
Golf Course Ponds Nos. 1, 2, 3, 4, 5 and 6, summarized for informational purposes as
follows:
A Legal Descriptions:
1. Golf Course Pond No. 1, to be located in the SEV. of the SEV. of
Section 10, Township 5 South, Range 83 Westofthe6th P.M., and in
the NEV. of the NEV. of Section 15, Township 5 South, Range 83
West of the 6th P.M.
2. Golf Course Pond No. 2, to be located in the NEV. of the NEV. of
Section 15, Township 5 South, Range 83 West of the 6th P.M., and in
the NWV. of the NEV. of said section.
3. Golf Course Pond No.3, to be located in Section 15, Township 5
South, Range 83 West of the 6th P.M., in the NEV. of the NEV. of said
section.
South, Range 83 West of the 6th P.M., In the NWV. of the NWV. of
said section.
5. Golf Course Pond No. 5, to be located in Section 14, Township 5
South, Range 83 West of the 6th P.M., in the SEV. of the NWY. of
said section.
South, Range 83 West of the 6th P.M., in the SWV. of the NWY. of
said section.
B. Amount Ten acre-feet for each reservoir from the sources named in said
decree, with the right to fill and refill continuously.
C. Uses: Either directly or by subsequent releases for irrigation, augmentation,
replacement, exchange, storage, stockwatering, recreation, piscatorial, golf
course hazard, and flre protection purposes.
B-14
63
D. Date of initiation of appropriation: April26, 1990.
E. Each of the reservoirs will be filled by one or more of the following:
1. The Graham Ditch, the capacity of which is 8 c.f.s., the point of
diversion for said Ditch on Squaw Creek is on the west bank of Squaw
Creek, in the SEY. SEY., Section 23, Township 5 South, Range 83
West of the 6th P.M., from which the Southeast Comer of Section 23
bears S 2430x E a distance of approximately 1,650 feet, with the
right to fill and refill each reservoir continuously.
2. Each reservoir may also be filled and refilled by diversions through the
diversion structures decreed in Case No. 91-CW-076, at the locations
set forth in that decree and repeated as follows:
(a) Stag Gulch Diversion Point No. 1 is located on Stag Gulch, a
tributary of Squaw Creek, a tributary of the Eagle River, on
Stag Gulch at a pcint located in Section 14, Township 5 South,
Range 83 West of the 6th P.M., from which the NW Comer of
said Section 14 bears N 21 45x W a distance of approximately
3,500 feet.
(b) Stag Gulch Diversion Point No. 2 is located on Stag Creek, a
Stag Creek at a point located in Section 14, Township 5 South,
Range 83 West of the 6th P.M. from which the NW Comer of
said Section 14 bears N 06 W a distance of approximately
1,660 feet.
(c) Stag Gulch Diversion Point No.3 is located on Stag Creek, a
Stag Creek at a point located in Section 15, Township 5 South,
Range 83 West of the 6th P.M. from which the NE Corner of
said Section 15 bears N 09 E a distance of approximately
2,450 feet.
(d) Stag Gulch Diversion Point No. 4 is located on Red Draw, a
Red Draw at a point located in Section 15. Township 5 South,
Range 83 West of the 6th P.M. from which the NE Comer of
said Section 15 bears N 62 E a distance of appruximately
1,650 feet.
B-15
63
Appendix A
Golf Course Ponds Nos. 1 through 6
(e) Stag Gulch Diversion Point No. 5 is located on Red Draw, a
Red Draw at a point located in Section 1 0, Township 5 South,
Range 83 West of the 6th P.M. from which theSE Comer of
said Section 10 bearsS 3415;>: E a distance of approximately
420 feet
Each of these sources listed may be diverted at the rate of 5 cJ.s., with the right to fill and
refill each reservoir continuously.
F. Active capacity in acre--feet in original decree in Case No. 91-CW-75; Ten
acre-feet lor each reservoir.
G. Dead storage in acre-feet in original decree in Case No. 91-CW-075: 0.0
acre-feet lor each reservoir.
H. Each of the said reservoirs shall be constructed by means of embankment of
L By the decree entered by the District Court, in and for Water Division No. 5,
State of Coloredo, on January 26, 1999, in Case No. 98CW006, the water
rights decreed to Golf Course Pond Nos. 1 through 6, inclusive, were
continued as conditionaL
J. Portions of the above-described water rights were made absolute, and the
Court, in and for Water Division No. 5, Colorado, on November 5, 2006, in
Case No. 05-CW-22, as follows:
1. Golf Course Ponds Nos. 4 and 5 had been combined at the location
of Golf Course Pond No.4 with a total capacity of 18.84 acre feet, in
the NWY. of the NWY. of Section 14, Township 5 South, Range 83
West of the 6"' P.M., 850 feet from the North Line and 600 feet from
the West Line of said Section 14.
2. Golf Course Pond No. 6, had been constructed in the NWY. of the
NWY., of Section 14, Township 5 South, Range 63 West of the 6th
P.M., at a location 980 feet from the North Section Line and 900 feet
from the West Section Line of said Section 14, with a capacity of8.23
acre feet, and since June i, 1993, said water has been utilized for the
3
B-16
63
Appendix A
purposes of irrigation, recreation, storage, piscatorial, golf course
hazard, and fire protection in the amount of 8.23 acre feet per year.
with the right to fill and refill continuously.
3. Golf Course Pond No. 1: 2.9 acre-feet is continued as conditional for
purposes of irrigation, recreation, storage, piscatorial, golf course
hazard and fire protection, with the right to fill and refill continuously;
and 10.0 acre-feet is continued as conditional for purposes of
exchange, stock-watering, augmentation and replacement, with the
right to fill and refill continuously.
4. Golf Course Pond No.2: 2.64 acre-feet is continued as conditional for
purposes of inrigation, recreation, storage, piscatorial, golf course
hazard and fire protection, with the right to fill and refill continuously;
and 10.0 acre-feet is continued as conditional for purposes of
exchange, stock-watering, augmentation and replacement, with the
right to fill and refill continuously.
hazard, fire protection, exchange, stock-watering, augmentation and
replacement, with the right to fill and refill continuously.
purposes of exchange, stock-watering, augmentation and
replacement, with the right to fill and refill continuously.
7. Golf Course Pond No.5: 1.16 acre-feet is continued as conditional
for purposes of irrigation, recreation, storage, piscatorial, golf course
hazard, and fire protection, with the right to fill and refill continuously.
10.0 acre-feet is continued as conditional for purposes of exchange,
stock-watering, augmentation and replacement, with the right to fill
and refill continuously.
8. Golf Course Pond No.6: 1.77 acre-feet is continued as condfl:ional for
hazard, and fire protection, with the right to fill and refill continuously.
10.0 acre-feet is continued as conditional for purposes of exchange,
stock-watering, augmentation and replacement, with the right to fill
and refill continuously.
4
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63
Appendix A
9. Description of portion of conditional water rights hereby made
absolute:
(a) Date water rights applied to beneficial use: June 1, 1993.
(b) Amount made absolute: 8.84 acre-feet for Golf Course Pond No.
5 at the new location, and 8.23 acre-feet for the water right for Golf
Course Pond No. 6 at Llris new location
(c) Uses: Irrigation, recreation, storage, piscatorial, golf course hazard,
and fire protection, v;oth the right to fill and refill continuously.
(d) Place where water has been applied to beneficial use:
Pursuant to the decree in Case No. 91-CW-075, lands in
Sections 1, 2, 9, 10, 13, 14 and 15, T.5S., R.83W of the 6th
P.M., and in Section 6, T.5S., R.82W of the 6th P.M. will be
irrigated in part by the subject water rights. The total presently
irrigated acreage is approximately 75 acres.
10. The month for filing the next application for a finding of reasonable
diligence is November 2012.
5
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63
APPENDIX B
DIRECT FLOW WATER RIGHTS DECREED TO
STAG GULCH DIVERSION POINTS NOS. 1 THROUGH 5
Conditional direct flow water rights were decreed in Case No. 91-CW-076 on
January 3. 1992, summarized for informational purposes as follows:
A. Legal description of each point of diversiort:
1. Stag Gulch Diversiort Point No. 1 is located on Stag Gulch, a
tributary of Squaw Creek, a tributary of the Eagle River, at a point
located in Section 14, Township 5 South, Range 83 West of the
6th P.M., from which the NW Comer of said Section 14 bears
N 21 a 45X W a distance of approximately 3,500 feet.
2. Stag Gulch Diversion Point No. 2 ls located on Stag Creek, a
6th P.M., from which the NW Comer of said Section 14 bears
N 06 W a distance of approximately 1,660 feet.
3. Stag Gulch Diversion Point No. 3 is located on Stag Creek, a
6th P.M., from which the NE Comer of said Section 15 bears
N 09 E a distance of approximately 2,450 feet.
4. Stag Gulch Diversion Point No. 4 is located on Red Draw, a
6th P.M., from which the NE. Ccmer of said Section 15 bears
N 62 E a distance of approximately 1 ,650 feet.
5. Stag Gulch Diversion Point No. 5 is located on Red Draw, a
6th P.M. from which the SE Comer of said Section 10 bears
S 3415x E a distance of approximately 420 feet.
B. Date of initiation of appropriation: April 26, 1990.
B-19
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Appendix B
Direct Flow Water Rights Decreed to
Stag Gulch Diversion Points Nos. 1 through 5
C. Amount: The amount of water decreed is 5 c.f.s., conditional, for each of
Stag Gulch Diversion Points Nos. 1, 2, 3, 4 and 5, inclusive, when water is being stored for
subsequent beneficial use. The total of diversions at all of the aforesaid frve (5) points of
diversion and at Eagle River Diversion Points Nos. 1, 2 and 3, inclusive, and SCR
Diversion Points Nos. 5, 6 and 7, inclusive, for use on a direct flow basis shall not exceed
the amount of 5 cJ.s. at any one time.
D. Uses: Irrigation, domestic, replacement, exchange, storage,
stockwatering, commercial, golf course hazard, recreation, piscatorial and fire protection
purposes. '
E. Sources of water: Stag Gulch, Red Draw and Squaw Creek. all tributary to
the Eagle River.
F. Reasonable diligence for the above-described water rights was found by
the District Court, in and for Water Division No.5, Colorado, on January 1 B. 2006. in Case
No. 04-CW-208, and the month for filing the next application for a finding of reasonable
diligence is January, 2012.
AND SETnNGS\KW!TTOR=\+..OCAL lNiERNt::! FILES\CJU<..QC\APPEI<JDIX e 061209 (2).WPW
B-20
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APPENDIXC
SURFACE WATER RIGHT DECREED TO
SCR DIVERSION POINT NOS. 2 THROUGH 6
I. SCR Diversion Point Nos. 2 through 4.
Conditional surface water rights were decreed to SCR Diversion Point Nos. 2 through 4,
inclusive, in Case No. 89-CW-218, on October 11, 1990, and are summarized for
informational purposes as follows:
A. Legal Descriptions:
B.
c.
D.
E.
c
'.
G.
1. SCR Diversion Point No.2 is located on Squaw Creek at a point whence the
SW corner of Section 13, Township 5 South, Range 83 West of the 6th P.M.
bears South 8.35' West at a distance of 2,990 feet.
2. SCR Diversion Point No. 3 is located on Squaw Creek at a point whence the
SW corner of Section 13, Township 5 South, Range 83 West of the 6th P.M.
bears South 10"30' West at a distance of 2,810 feet.
3. SCR Diversion Point No. 4 is the headgate of the Graham Ditch located at a
point on Squaw Creek whence the SE ccrner of Section 23, Township 5
South, Range 83 West of the 6th P.M. bears South 24"30' East at a distance
of 1 ,650 feet.
Date of initiation of appropriation: May 5, 1989.
Amount decreed: 5 c.f.s., conditionaL
Uses: Irrigation, domestic, augmentation, municipal, replacement, exchange,
storage, stockwatering, commercial, recreation, and fire protection purposes.
Source: Squaw Creek, a tributary to the Eagle River.
By the decree entered by the District Court, in and for Water Division No.5, State
of Colorado, on July 15, 1997, in Case No. 96CW270, the water rights decreed to
SCR Diversion Point Nos. 2, 3, and 4 were continued as conditionaL
By the decree entered by the District Court, in and for Water Division No. 5, State
of Colorado, on June 7, 2004, in Case No. 03CW165, the water rights decreed to
SCR Diversion Point Nos. 2, 3, and 4 were continued as conditional for all
originally decreed purposes, and the month for filing the next application tor
finding of reasonable diligence is June, 2010.
C:\D'OCUMENIS AND SETIINGS\TEMPORARY iNTERI-./E'f F!lES\OlK9C\APPENDIX C OOi2tJ9.WPD
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63
II. SCR Diversion Point Nos. 5 and 6
Conditional surface water rights were decreed to SCR Diversion Point Nos. 5 and 6 in
Case No. 91-CW-76, on January 3, 1992, and are summarized forinfonmationai purposes
as follows:
A. Legal Descriptions:
1. SCR Diversion Point No.5 is located at or below the headgate of the Dora B.
Ditch, at a point on Squaw Creek described as follows: a point in the NEV. of
the SEV. of Section 2, T.5S., R.83W. of the 6th P.M., from which the
Southeast Comer of Section 2 bears S.9'15xE. a distance of approximately
2,250 feet.
2. SCR Diversion Point No. 6 is located at or below the headgate of the
Henderson Ditch, at a point on Squaw Creek described as follows: a point in
the SEV. of the SE'I< of Section 2, T.5S., R.83W. of the 6th P.M., from which
the Southeast Comer of Section 2 bears S.4430:;:E. a distance of
approximately 1 ,200 feet.
B. Date of initiation of appropriation: April 26, 1990.
C. Amount decreed: 5 c.f.s., conditional.
D. Uses: Irrigation, domestic, replacement, exchange, storage, stockwatering,
commercial, golf course hazard, recreation, piscatorial, and fire protection
purposes. As part of said uses, each structure's use will include use as a
supplemental source of water as further described in Applicants' decreed plans of
augmentation in Cases Nos. 91-CW-077 and 91-CW-078, as amended.
E. Source: Squaw Creek, a tributary to the Eagle River.
G. By the decree entered by the District Court, in and for Water Division No.5, State
of Colorado, on January 18, 2006, in Case No. 04-CW-208, the water rights
decreed to SCR Diversion Point Nos. 5 and 6 were continued as conditional for all
originally decreed purposes, and the month for filing the next application for
finding of reasonable diligence is June, 2012.
C:'.DOCUMEr-t'TS AND SETT!NGS\KWITTORRlOCAL SETTINGS\!EMPORARY I N T E ~ N E T HLESK)lK9CMPPENDIX C 001209.\NPD
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63
APPENDIX D
GRAHAM DITCH SENIOR WATER RIGHTS
Water rights decreed to the Graham Ditch, and changed by the decree entered on
January 3, 1992 in Case No. 91-CW-077, are summarized for informational purposes as
foliows
I
I
'
I
I
I Appropriation Adjudication
I
I
Structure
i
Amount Date Date
I
Graham Ditch 1.5 c.f.s. I 6/2211904 2/2711911
I
I
I
Graham Ditch 3.0 c.f.s. 6/10/1914 4/15/1920
I
a. The water rights were historically used to irrigate hay and pasture
lands described in Exhibit A and depicted on Exhibit H to said decree.
'
b. The headgate of the Graham Ditch is located at a point on Squaw
Creek whence theSE Comer of Section 23, Township 5 South, Range 83 West ofthe 6th
P.M. bearsS 2430x E a distance of 1,650 feet.
i
I
c. Under the decree in Case No. 91-CW-077, dated January 3, 1992:
(1) The following changes to the water rights were approved: No
substantial change will occur in the location of irrigation usage on the
planned golf course development on the land described in Exhibit A to said
decree with the two water rights decreed to the Graham Ditch, so long as the
return flow patterns set forth on Exhibit P to said decree are continued. In
addition to the decreed irrigation use, the above-listed water rights are to be
used directly and/or by exchange, on the lands described on Exhibit A to said
decree and on the lands described in Exhibit C to said decree, for inrigation,
domestic, municipal, stockwatering, augmentation, replacement, exchange,
commercial, recreation, golf course hazard, piscatorial and fire protection
purposes and for storage for each such purpose. The acreage historically
irrigated is depicted on the map attached as Exhibit N to said decree. The
use of the water rights is approved for irrigation of the lands described in
Exhibits A and C and is allowed ior the above-stated purposes other than
irrigation only through augmentation, replacement or exchange utilizing the
consumptive use credits associated with said rights, subject to the total
consumptive use not exceeding the credits associated with said rights listed
below:
Mont
Acre-Feet
h
May 15.8 .
June 63.1
July
I
94.8
B-23
63
I
It"
Aug
Acre-Feet I
83.5
Sept 47.3 I
I
I Oct 15.8 i
I Total 320.3 i
The use of the water rights is also subject to the rights being in priority and physically
available at the originally decreed headgate location and subject to the diversion limits
provided in c.(2), below. Water applied directly to irrigation shall be assumed to be
90% consumptively used. The following accounting procedures are required:
( 1) project annually the amount of the Graham Ditch consumptive use that would be
used directly for irrigation and the amount of Graham Ditch consumptive use credits to
be used by augmentation, replacement or exchange; (2) submit monthly projections for
the items listed in subparagraph (1 ); and (3) Applicants' actual use may vary from the
projected use upon consultation and approval by the Division Engineer or his Water
Commissioner.
(2) The diversion in any month shall not exceed the
maximum historic diversion for that month, as set forth below, and the
ten-year running total of the monthly diversions shall not exceed ten
times the average historic diversion amount for the month:
Diversion limits (acre-feet) Max.
Annual
May June July Aug. Sept. Oct. Total*
GRAHAM DITCH
maximum allowable 204 267 276 276 267 190 1248
1 0-year running total 350 1520 2050 1730 1160 560 XXX
*Total is based on maximum annual diversion of record, but not to exceed decreed
amount.
(3) Not more than fifty percent (50%) of 4.05 c.f.s. of water
delivered under the Graham Ditch water rights may be consumptively
used. The said 4.05 c.f.s. or lesser delivered amount shall be
measured by a measuring device to be instailed in the Graham Ditch
immediately below the point where the ditch enters the property
described in Exhibit A to the decree and at the points described in
paragraph d., below.
d. The following alternative points of diversion were approved for
these water rights:
(1) The Metcalf headgate, which is located on the north bank
of the Eagle River in Section 7, Township 5 South, Range 81 West of
B-24
63
Appendix D
Graham Ditch Senior Water Rights
the 6th P.M. at a point from which theSE Comer of the SWY. of said
Section 7 bears S 5300x_40" E 1 ,446 feet
(2) The Raw Water Booster Pump Headgate, which is
located at a point on the north bank on the Eag!e River at a point from
which the SW Corner of the NWY. of Section 12, Township 5 South,
Range 82 West of the 6th P.M. bearsS 1801x34" W 1,551.13 feet
The consumptive use credit for the rights may be used for augmentation, replacement
and exchange at the alternate points of diversion. No rights to utilize said alternate
points of diversion are owned by Grantors, and no such rights are conveyed herein.
e. In addition, the following alternative points of diversion were also
approved for these rights:
(1) The headgate of the Dora 8 Ditch, located at a point on
Squaw Creek described as follows: a point in the NEY. of the SEY. of
Section 2, Township 5 South, Range 83 West of the 6th P.M., from
which the SE Comer of Section 2 bearsS 915x E a distance of
approximately 2,250 feet
(2) The headgate of the Henderson Ditch located at a point
on Squaw Creek described as follows: a point in the SEY. ofthe SEY.
of Section 2, Township 5 South, Range 83 West of the 6th P.M., from
which the SE Corner of Section 2 bears S 4430x E a distance of
approximately i ,200 feet
Subject to the limits in said decree, including but not limited to those described above in
paragraphs c.(1) and (2) above, the water rights decreed to the Graham Ditch may be
utilized for irrigation through diversion at these alternate points of diversion, or
consumptive use not utilized for said irrigation may be utilized for augmentation,
replacement or exchange purposes at said alternate points of diversion.
3
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63
APPENDIX E
DORA B DITCH AND HENDERSON DITCH WATER RIGHTS
Water rights decreed to the Dora 8 Ditch and the Henderson Ditch, and changed by
the decree entered on January 3, 1992 in Case No. 91-CW-()77, are summarized for
I
Structure
Amount Date Date
.Dora 8 Ditch 1.0 c.f.s. 11/111892 6/29/1894
Henderson Ditch
0.90 c.f.s. 6/2811907
I
2/27/1911
a. The water rights were historically used to irrigate hay and pasture
lands described in Exhibit C and depicted on Exhibit H to said decree.
b. The headgate of the Dora B Ditch is located at a point on Squaw
Creek described as follows: a point in the NEV. of the SEY.. of Section 2, T.SS., R.83W. of
the 6th P.M., from which the Southeast Comer of Section 2 bears S.915xE. a distance of
approximately 2,250 feet.
c. The headgaie of the Henderson Ditch is located at a point on Squaw
Creek described as follows: a point in the SEY.. of the SEY.. of Section 2, T.SS., R.83W. of
the 6th P.M., from which the Southeast Comer of Section 2 bears S.4430xE. a distance of
approximately 1,200 feet.
d. Under the decree in Case No. 91-CW-o77, dated January 3, 1992:
(1) The following changes to the water rights were approved: In
addition to !he decreed irrigation use, the above-listed water rights are to be
used directly and/or by exchange, on the lands described in Exhibit A to said
decree and on the lands described in Exhibit C to said decree, for irrigation,
domestic, municipal, stockwatering, augmentation, replacement, exchange,
commerCial, recreation, golf course hazard, piscatorial and fire protection
purposes and for storage for each such purpose. The acreage historically
irrigated is depicted on the map attached as Exhibit N to said decree. The
use of the water rights is approved for irrigation of the lands described in
Exhibits A and C, but is allowed for the above-stated purposes other than
irrigation only through augmentation, replacement or exchange utilizing the
consumptive use credits associated with said rights, subject to the total
consumptive use not exceeding the credits associated with said rights set
forth below:
B-26
63
Appendix E
Dora B Ditch and Henderson Ditch Water Rights
I
Month
I H e n ~ e r s o
Dora B I
Ditch I
[ Ditch
I
May i 0.4 0.2
June
I
5.3 1.8
' I July
i
6.2 2.4
I
Aug
I
4.4 2.0
'
Sept 2.8 1.1
Oct 0.7 0.3
Total ac
.11M
LB
ft.
'
'
The use oi the water rights is also subject to the rights being in priority and physically
available at the originally decreed headgate location and subject to the diversion limits
provided in d.(2), below. Water applied directly to irrigation shall be assumed to be 90%
consumptively used.
(2) The diversion in any month shall not exceed the maximum
historic diversion for that month, as set forth below, and the ten-year
running total of the monthly diversions shall not exceed ten times the
average historic diversion amount for the month:
Diversion limits (acre-feet)
Annual
May June July Aug. Seot. Oct. Total*'
DORA B DITCH*
10-year running total 160 590 610 610 530 280 XXX
HENDERSON DITCW
10-year running total 90 400 370 290 190 90 XXX
* When used so ley for irrigation purposes pursuant to said decree.
Total is based on maximum annual diversion of record, but not to exceed decreed
amount
B-27
63
Appendix E
Dora B Ditch and Henderson Ditch Water Rights
water rights:
e. The following alternative points of diversion were approved for these
( 1) The Metcalf head gate, which is located on the north bank of
the Eagle River in Section 7, Township 5 South, Range 81 Westofthe6th
P.M. at a point from which the SE Comer of the SWY. of said Section 7
bears s. 5300x40' E. 1 ,446 feet.
(2) The Raw Water Booster Pump Headgaie, which is located at
a point on the north bank on the Eagle River at a point from which the SW
Comer of the NWY. of Section 12, Township 5 South, Range 82 VV est of
the 6th P.M. bears S.1801x34' W.1,551.13 feet.
(3) The headgate of the Dora B Ditch, located at a point on
Squaw Creek described as follows: a point in the NEV. of the SEY. of
Section 2, Township 5 South, Range 83 West of the 6th P.M., from which
theSE Corner of Section 2 bearsS. 915x E. a distance of approximately
2,250 feet.
( 4) The head gate of the Henderson Dttch located at a point on
Squaw Creek described as follows: a point in the SEY. of the SEY. of
Section 2, Township 5 South, Range 83 West of the 6th P.M., from which
the SE Comer of Section 2 bears S. 4430x E. a distance of
approximately 1 ,200 feet.
(5) The headgate of the Graham Ditch located at a point on
Squaw Creek whence theSE Corner of Section 23, Township 5 South,
Range 83 West of the 6"' P.M. bearsS. 2430'E. a distance of 1,650 feet.
Only the consumptive use credits for the water rights may be used for augmentation,
replacement and exchange at the alternate points of diversion. No rights to utilize the
alternate points of diversion described in e.(1) and e.(2), above, are owned by Grantors,
and no such rights are conveyed herein.
f. If notice is given the Division Engineer on or before May 1st of any
year, said water rights may be used for irrigation only during that year subject to the
diversion limits and terms set forth in paragraph 5 and in paragraph 6.b.(2) of the decree in
Case No. 91-CW-077, summarized in d.(1) and c.(2), above.
B-28
63
AppendixE
Dora B Dttch and Henderson Ditch Water Rights
g. In addition to the above described uses the Dora B Ditch and
Henderson Ditch water rights may be used for augmentation of water used on the
Cordillera Summit Golf Course pursuant to the decree entered in Case No. 99-CW-031 on
September 2 7, 1999.
h. In the decree in Case No. 99-CW-031, Applicants agreed that their
use of the Dora B Ditch and Henderson Ditch water rights at the Cordillera Summit Golf
Course, whether for direct diversion or augmentation, shall be limited to the historic
irrigation season, unless previously stored in priority during other times of !he year, and
shail not result in an expansion of the historic use of those same rights. As such,
Applicants agreed to limit monthly diversions under this decree to the consumptive use
amounts identified above, for use at the Summit Golf Course.
C:I.DOCUMEN'TS AND SETI!NGS\1{\(f!TTORF\LO-:AL SE:mNG$\TEMPORARY INTERNET F1LES\OLK9C\A.PPi:k1JlX E 0017DS WPD
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63
APPENDIX F
SARA M DITCH WATER RIGHT
The water right decreed to the Sara M Ditch, and changed by the decree entered on
August 28, 1998 in Case No. 97-CW-280, is summarized for informational purposes as
follows
Appropriation
i
Adjudication
Structure
Amount Date Date
I
Sara M Ditch
0.4 c.f.s. 511/1892 6/29/1894
I
I
a. The water right was historically used to irrigate 20.9 acres of pasture grass
depicted on Exhibit M to the application, which application is attached as Exhibit 9 to said
decree.
b. Actual Legal Description of Headgate: On the right (east) bank of Squaw
Creek at point from whence the NW corner of Section 1, Township 5 South, Range 83
West of the 6th P.M. bearsS. 74'54'14" W. 2328 feet.
c. Originally Decreed Legal Description of Headgate: On Squaw Creek,
located at a point above Y. mile south of the SW corner. of the SEY. SWY. of Section 36,
Township 4 South, Range 83 West of the 6th P.M.
d. Historic Use: The average annual diversion amount is about 274 acre-feet
per year for this water right. The historic consumptive use attributed to this water right is
approximately 33.9 acre-feet per year on average. Monthly historic consumptive use
credits are decreed as follows:
April
O.iO
May
2..80
Historic Consumotive Use Credits
June
8.10
(acre-feet)
July August September October
8.70 7.80 5.00 1.40
e. Under the decree in Case No. 97-CW-280.
Total
33.90
( i) In addition to the decreed irrigation use, the above-described Sarah M Ditch
water right may be used direc!ly and/or by exchange, on the lands described in paragraphs
S.d. and 8.e., and paragraph 8.f., of said decree for irrigation, domestic, municipal,
stockwatering, augmentation, replacement, exchange, commercial, recreation, golf course
hazard, piscatorial and f1re protection purposes and for storage for each such purpose.
B-30
63
The Sarah M Ditch water right may be used for the above-stated purposes only through
augmentation, replacement or exchange utilizing the consumptive use amounts of water
associated with said water right set forth above. The Sarah M Ditch right shall not be
utilized to directly irrigate or augment depletions in the Brush Creek drainage portion of the
Mountain Tract property described in paragraph 8J. of the decree.
(2) The decreed point of diversion for the Sarah M Ditch was changed from the
originally decreed location described in paragraph (c), above, to the surveyed actual
diversion locations described In paragraph {b), above.
(3) Alternate points of dive1:5ion for the Sarah M Ditch water right were decreed
at the Metcalf Headgate and at the Raw Water Booster Pump Headgate, described below.
A right to divert the Sarah M Ditch water right by exchange at UERW A Pipeline Point A
and at Eagle River Diversion Point No. 1 below, was also decreed. Water shall only be
diverted under these water rights at !he alternate points of diversion and at the UERWA
Pipeline Point A and at Eagle River Diversion Point No. 1 during the historic use period and
in the historic consumptive use amounts set forth in (d), above, and only at times when
water is physically and legally available at the original point of diversion.
(a) The Metcalf headgate, which is located on the north bank of the
Eagle River in Section 7, Township 5 South, Range 81 West of the 6th P.M.
at a point from which the SE Comer of the SWY. of said Section 7 bears
S. 5300x40" E. 1 ,446 feet.
{b) The Raw Water Booster Pump Head gate, which is located at a
point on the north bank on the Eagle River at a point from which the SW
Comer of the NWY. of Section 12, Township 5 South, Range 82 West of the
6th P.M. bearsS. 1801 ;:34" W. 1,551.13 feet.
(c) UERWA Pipeline Point A, located on Lake Creek in the
SEY.NEY. of Section 6, Township 5 South, Range 82 West of the 6th P.M. at
a point from whence the NE corner of said Section 6 bears N. 14"0'E., a
distance of 1,750 feet, in Eagle County, Colorado.
(d) Eagle River Diversion Point No.1, located on the south bank of
the Eagle River at a point described as follows: at a point from which the
Southeast Comer of Section 36, Township 4 South, Range 83 West of the
6th P.M. bears S.56'00'E. a distance of approximately 3,840 feet.
The rate of flow for said rights of exchange shall be 2.9 c.f.s., cumulative. The date of
appropriation for the rights of exchange is December 19, 1997. The downstream terminus
of the exchanges shall be the confluence of Squaw Creek and the Eagle River in Section
36, Township 4 South, Range 83 West of the 6th P.M. No rights to utilize the alternate
points of diversion described in e.(3)(a) and e.(3)(b), above, are owned by Grantors, and
no such rights are conveyed herein.
B-31
63
Appendix F
Sara M Ditch Water Right
L The exchanges described herein shall be subject to theloliowing additional
conditions:
( i ) Water is physically available lor diversion and release at the attemate points
of diversion and exchange.
(2) A live stream exists between the structures involved.
(3) The amount of water diverted at the "exchange to" points is not greater than
the amount of water introduced at !he "exchanged from'' points, and may not be greater
than the amount of water legally and physically available to the exchanged water rights
priorities owned by the Applicants at the "exchange from" points.
( 4) The exchanges decreed herein shall bear such stream losses as may be
assessed by the Division Engineer or his representative.
g. In addition to the uses described above, the Sara M Ditch water right can be
used to augment diversions of waterforthe Cordillera Summit Golf Course by exchange at
the Eagle River Diversion Point No. 1 pursuant to the decree in Case No. 99-CVV-031,
entered on September 27, 19g9,
h. In the decree in Case No. 99-CW-031, Applicants agreed that their use of
the Sarah M Ditch water right at the Summit Golf Course, whether for direct diversion or
augmentation, shall be limited to the historic Irrigation season, unless previously stored in
priority during other times of the year, and shall not result in an expansion of the historic
use of those same rights. As such. Applicants agree to limit monthly diversions under this
decree to the consumptive use amounts identified in paragraph d. above, for use at the
Summit Golf Course.
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63
APPENDIXG
SURFACE WATER RIGHT DECREED TO EAGLE RIVER DIVERSION POINT NO. 1
A conditional surface water right was decreed to Eagle River Diversion Point No. 1,
in Case No. 91-CW-076, on January 3, 1992, summarized for informational purposes as
follows:
a. Legal description of point of diversion: Eagle River Diversion Point No.
1 is located on the south bank of the Eagle River at a point described as follows: at a point
from which the Southeast Comer of Section 36, T.4S., R.83W. of the 6th P.M. bears
S.5600xE. a distance of approximately 3,840 feet.
A pump, pipeline, headgate or other appropriate and adequate diversion structure is
planned at the above location to establish the diversion at the above location of 5 c.f.s.
(conditional) of water from the named source.
b. Date of initiation of appropriation: April26, 1990.
c. Amount decreed: The amount of water decreed is 5 c.f.s., conditional,
for Eagle River Diversion Point No. 1 when water is being stored for subsequent beneficial
use. The total of diversions at Stag Gulch Diversion Points Nos. 1, 2, 3, 4 and 5, inclusive,
and at Eagle River Diversion Points Nos. 1, 2 and 3, inclusive, and SCR Diversion Points
Nos. 5, 6 and 7, inclusive, for use on a direct flow basis shall not exceed the amount of
5 c.f .s. at any one time.
d. Uses: The water claimed will be used either directly or by exchange
for the following purposes: Irrigation, domestic, replacement, exchange, storage,
stockwatering, commercial, golf course hazard, recreation, piscatorial, and fire protection
purposes.
e. Source: The Eagle River.
f. By the decree entered by the Distnct Court, in and for Water Division
No.5, State of Colorado, on December 29, 1998, in Case No. 98-CW-007, the water right
decreed to Eagle River Diversion Point No. 1 was continued as conditional.
No. 5, Colorado, on January 18, 2006, in Case No. 04-CW-208, the amount of 3.4 c.f.s
decreed to Eagle River Diversion Point No. 1 for irrigation, storage, recreation, golf course
hazard, piscatorial, and fire protection purposes, and the amount of 5.0. c.f.s decreed to
Eagle River Diversion Point No. 1 for domestic, replacement, exchange, stockwatering,
commercial was continued as conditional, and the month for filing the next application tor a
finding of reasonable diligence is January, 2012.
B-33
63
absolute:
h. Description of portion of conditional water rights hereby made
1 Date water rights applied to beneficial use: May, 2004
2. Amount made absolute: 1.6 c.f.s.
3. Absolute Uses: irrigation, storage, recreation, golf course
hazard, piscatorial, and fire protection.
B-34
63
APPENDIX H
CREAMERY DITCH WATER RIGHTS
Water rights decreed to the Creamery Ditch, and changed by the decree entered on
Seplember27, 1999 in Case No. 99-CW-031, are summarized for informational purposes
as follows:
Structure
Decreed Appropriation Adjudication Priority
Source
Amount
Date
Date No.
Creamery Ditch 3.40 c.f.s. May 5, 1897 March 5, 1901 172 East Lake
Creek
Creamery Ditch
385/38 East Lake
First 3.63 c.f.s. May5, 1898 October 3, 1936
3 Creek
Enlargement
a. The decreed point of diversion for the Creamery Ditch and Creamery
Ditch First Enlargement is located on the right bank of East Lake Creek at a point whence
the Southwest comer of Section 8, Township 5 South, Range 82 West of the 6th P.M.
bears North 30"6' East 3,576 feet.
b. Under the decree in Case No. 99-CW-031, the following historic
consumptive use credits were decreed for the Creamery Ditch water rights:
Creamery Ditch Rights
Decreed Historic Consumptive Use Credits
April
May
June
July
August
September
October
Totaf
Calculated Credit (acre-feet)
0.00
7.00
30.50
31.90
30.60
22.20
7.70
c. Applicants may only use the Creamery Ditch and the Creamery Ditch
First Enlargement water rights consumptive use credits at times when water is physically
and legally available under those water rights at the original point of diversion, and is
bypassing ihat structure. Applicants shal! bear transit losses on delivery of that water, if
any, which may reasonably be assessed by the Division Engineer.
B-35
C:I..J:)C'JMSNTS AND SETT!NGS\KWITTORF\L.OCA
1
_ SS'TtNGSITEMPOAARY INTERNET FlL.ES'tOLK9C\APPENDIX H Oi.\1209.WPD
63
APPENDIX I
MOUNTAIN TRACT SPRINGS NOS. 3, 4, AND 5 WATER RIGHTS
The conditional water rights decreed to Mountain Tract Springs Nos. 3, 4, and 5.
inclusive, in Case No. 97-CW-279, on November 9, 1998, are summarized for
a. Legal descriptions:
1. Mountain Tract Spring No. 3 is located 1,500 feet from the South section
line and 2,050 feet from the East section line, in the NW'4 S E ~ of
Section 16, Township 5 South, Range 83 West. of the 6 P.M.
2. Mountain Tract Spring No.4 is located !,000 feet from the South section
line and 200 feet from the West section l i n e ~ in the SWY<l SV{Y.\ of
Section 16, Township 5 South, Range 83 West of the 6ili P.M.
3. Mountain Tract Spring No.5 .is located 900 feet from the South section
line and 1,540 feet from the West section line, in the SE'4 SW'4 of
Section 16, Township 5 South, Range 83 West of the 6 P.M.
b. Date of initiation of appropriation: June 11, 1997.
c. Decreed Amounts:
1. Mountain Tract Spring No.3: 0.09 c.f.s. (38.90 g. p.m.)
2. Mountain Tract Spring No.4: 0.02 c.f.s. (9.35 g. p.m.)
3. Mountain Tract Spring No.5: O.Ql c.f.s (2.36 g. p.m.)
d. Uses: The water will be used either directly or by exchange for the following
purposes: Irrigation, domestic, replacement, exchange, storage, stockvvatering, commercial, golf
course hazard
1
recreation, piscatorial and fire protection purposes,
e. Source: Spring discharge, tributary to Brush Creek, a tributary to the Eagle
River.
No. 5, State of Colorado, on January 30, 2006, in Case No. D4CW189, the water rights
decreed to Mountain Tract Springs Nos. 3, 4, and 5,. inclusive, were continued as
C:\DOCUMENTS AND SETT!NGS\KWITTORPLOCAL SEITINGS\TEM?OR>I,RY !h'TERNET FILES\OLKSC\-.APPENDIX J 0518mtWPD
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63
conditional for all originally decreed purposes, and the month ior filing the next application
for finding of reasonable diligence is January, 2012.
C:\DOCUME':NTS AND SETnNGS\KV\IITTORF\lOCAL SETTI!IIGSITEMPOAARY !NTERNE'T RL::S\C}LK90'APPENDtx j 05"Hill9.WPD
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VALLEY COURSE WATER RIGHTS
Th 1> e watern ts on ::>pnng ree escn e as 10 ows:
!
i
Appropriation
I
Adjudication
I
Structure
Amount Date Date
Groff Ditch I 0.3 c.f.s. 4/3011885
'
12117/1889
i
I
Groff Ditch 6.1 c.f.s. 9/9/1889 12/17/1889
I
Groff Ditch-
I
Cottonwood 1.0 c.ts. 7113/1990 12/31/1991
Enlargement
Said two Groff Ditch water rights are subject to the terms and limitations of the change
decree in Case No. 91-CW-034, including, but not limited to, the provisions of paragraphs
5, 6, and 7 of said decree. Said water rights are summarized in Appendix A hereto.
2. The water rights on Burnison Creek (alkla Beard Creek) and on Deadhorse Gulch
described as follows:
Structure
Amount Date Date
Root Ditch 1.6 c.f.s. 6/21/1901 6/4/1917
Root Ditch-
Reynolds 1.0 c.f.s. 7/27/1973 12131/1982
Enlargement
Said water rights are subject to the terms and limitations of the change decree in Case No.
91-CW-034, including, but not limned to. the provisions of paragraphs 5, 6 and 7 of said
decnee. Said water rights ane summarized in Appendix A hereto.
3. Those absolute aod conditional water rights decreed to Cordillera Valley Club Golf
Course Pond No. 1, Cordlllera Valley Club Golf Course Pond No. 2, Cordillera Valley Club
Golf Course Pond No. 3, Cordillera Valley Club Golf Course Pond No. 4. and Cordillera
Valley Club Golf Course Pond No.5, in Case No. 91-CW-033, on December 8, 1992, by
the District Court in and for Water Division No.5, State of Colorado. The decree for said
water rights is summarized in Appendix B.
4. That conditional water right decreed to the Cottonwood Pump and Pipeline, in Case
No. 91-CW-033, on Decemhe; 8, i 992, by the District Court in and for Water Division No. 5,
Stale of Colorado. The decree for said water right is summarized in Appendix C.
5. Agreement, amongst Cordillera Valley Club Investors Limited Partnership,
SDCA_1489775, 1
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63
Black Bear Properties, LLC, JMCG Colorado, LLC, and Academy Woods, Ltd., for
construction and use of water features located on Lots 2, 5, and 6, Timber Springs,
recorded july 28, 2008 as Reception No. 200815928.
6. Agreement, between Cordillera Valley Club Investors Limited Partnership and
Summit Investments, LLC, for construction and use of water feature located on Lot 1.
Timber Springs, recorded September 24, 2008 as Reception No. 200820542.
7. All of the water, totaling 65 acre-feet, under United States Department of the
Interior Water Se!Vice Contract No. 3-07 -50-W0903, dated November 30, 1992, for the
delivery of water !rum Green Mountain Reservoir.
8. The plan lor augmentation decreed in Case No. 91-CW-33.
S:JCA_ 1489775.1
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63
APPENDIX A
GROFF DITCH AND ROOT DITCH WATER RIGHTS
The water right decreed to the Groff Ditch-Cottonwood Enlargement in Case No.
91-CW-33 on December 8, 1992, and the water rights in the Groff Ditch and the Root Ditch
and the Root Ditch-Reynolds Enlargement changed by the decree entered on December 8,
1992 in Case No. 91-CW-034, are summarized for infonnational pu oses as follows:
Structure Amount Date Date
Groff Ditch-Cottonwood I
Enlargement
(Upper Groff Ditch)
Groff Ditch
(Lower Groff Ditch)
Groff Ditch
(Lower Groff Ditch)
Root Ditch
Root Ditch-Reynolds
Enlargement
1.0 c.f.s.
6.1 c.f.s.
0.3 c.f.s.
1.6 c.f.s.
1.0 c.f.s.
I
7/13/1990 12/3111991
9/911889 12/17/1889
4/30/1885 12/17/1889
6/21/1901 6/4/1917
7/27/1973 12/31/1982
a. The water rights, other than the Groff Ditch-Cottonwood Enlargement,
were historically used to irrigate approximately 77 acres of land located in Sections 31 and
32, Township 4 South, Range 82 West of the 6"' P.M., Eagle County, Colorado.
b. The headgate of the Groff Ditch is located on the East bank of S p r i n ~
Creek at a point in theSE Y. of Section 36, Township 4 South, Range 83 West of the 6
P.M., whence the quarter section comer between Sections31 and 36, Township 4 South,
Range 83 West, bears N.6030' E. 951.5 feet
c. The headgate oi the Groff Ditch-Cottonwood Enlargement is located
on the East bank of Spring Creek in the NE Y. NE Y. of Section 36, Township 4 South,
Range 83 West of the s'h P.M., whence theE% corner of said Section 36 bears S.330'E.
2145 feet.
r1 The headgate of the Root Ditch is iocated on the West bank of
Bumison Creek at a point whence the SW corner of Section 32, Township 4 South, Range
82 West ofthe 6'" P.M. bears S.4745'W. 2500 feet
SDCA _1489775. ~
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63
Appendix A Page2
e. The point of diversion of the Root Dttch-Reynold Enlargement ts
located on Dead horse Gulch at the point where the Root Ditch cnosses Deadhorse Gulch in
the SW Y. SW Y. of Section 32, Township 4 South, Range 82 West of the 6"' P.M., at a
potnt whence the SW corner of Section 32 bears S. 2939'28" W. 1421.5 feet.
f. Under the decree in Case No. 91-CW-034, dated December 8, 1992:
(1) The Gnoff Ditch-Cottonwood Enlargement point of diversion
was added as an alternate point of diversion for the Groff Ditch.
(2) The Groff Ditch, Root Ditch, and Root Ditch-Reynolds
Enlargement water rights were decreed for golf course and landscape
storage and irrigation purposes on 77 acres of land located within Sections
31 and 32, Township 4 South, Range 82 West of the 6"' P.M., more
particularly described in Exhibit A attached to the decree.
(3) Applicant agreed not to exercise these rights in such a manner
as to call, or cause an administrative call to be placed upon the Bumison
Ditch (Priority No. 112) or the Burnison Ditch No. 2 (Priority No. 111) as
decreed by the Eagle County District Court in Civil Action No. 294 entered on
June 29, 18g4.
( 4) Applicant further agreed to abandon the Groff Ditch Priorities
Nos. 334 and 337 decreed by the Eagle County District Court in Civil Actions
Nos. 669 and 675, respectively.
No.5, State of Colorado, on May 23, 1g99, in Case No. 98CW249, the water right decreed
to Groff ditch-Cottonwood Enlargement was continued as conditional.
h. Under the decree entered in Case No. 05-CW-095, dated August 25,
2006, the following water rights were made absolute:
(1) 0.8 of the 1.0 c.f.s. decreed conditional to the Groff Ditch-
SDCA_1489776. 1
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Appendix A Page 3
h. Under the decree entered in Case No. 05-CW -95, the following water
rights were continued as conditional:
( 1 ) 0 2 c.f.s. of the 1.0 c.f.s. decreed conditional to the Groff Ditch-
(2) 0.07 of the 1.0 d.s. originally decreed conditional to the Groff
Dttch-Cottonwood Enlargement for recreation and piscatorial uses;
The month for filing the next application for finding of reasonable diligence is August,
2012.
SDCA_ 1489776.1
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63
APPENDIX B
CORDILLERA VALLEY CLUB GOLF COURSE PONDS NOS. i THROUGH 5
Conditional water storage rights were decreed by the District Court in and for Water
Division No. 5, Colorado in Case No. 91-CW-033, on December 8, 1992, lor the Cordillera
Valley Club Golf Course Ponds Nos. 1, 2, 3, 4, and 5, summarized for informational
purposes as follows:
SDCA_14897T7.1
A. Legal Descriptions and Amounts:
the NWY. SWY. of Section 31, T. 4 S., R. 82 W. of t"le 6th P.M., whence
the SW corner of said Section 31 bearsS. 14 45' W. 1,600 feet.
the SEY. NWY. of Section 31, T. 4 S., R. 82 W. of the 6th P.M., whence
the WY. corner of said Section 31 bearsS. 77 '45' W. 2,270 feet.
the NWY. SEY. of Section 31, T. 4 S., R. 82 W. oft"le 6th P.M., whence
the SY. corner of said Section 31 bears S. 29 30' W. 2,060 feet.
4. Golf Course Pond No.4, decreed 20.0 acre feet, conditional. is located in
the SWY. SEY. of Section 31, T. 4 S., R. 82 W. ofthe 6th P.M., whence
the SY. comer of said Sec'Jon 31 bearsS. 57 15' W. 1,520 feet.
5. Golf Course Pond No.5, decreed 4.0 acre feet, conditional, is located in
the SWY. SWY. of Section 32, T. 4 S., R. 82 W. of the 6th P.M., whence
the SW comer of said Section 32 bears S. 48 W. 1,300 feet.
B. Uses: Irrigation, recreation and piscatorial uses.
C. Date of initiation of appropriation: July 13, 1990.
D. The sources of the Golf Course Ponds Nos. 1 through 5, inclusive, are:
Spring Creek via the Groff Ditch- Cottonwood Enlargement ( 1 cfs ); Burnison
Creek via the Root Ditch (1 .6 cfs) decreed in Eagle County District Court,
Civil Action No. 687; Deadhorse Gulch via the Root Ditch - Reynolds
Enlargement (1 cfs) decreed in Case No. 82CW341; and the Eagle River via
the Cottonwood Pump and Pipeline (2 cfs).
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63
Appendix B
CVC Gott Course Ponds Nos. 1 through 5
sn::A_14B9777.1
E. Each of the said reservoirs shall be constructed by means of embankment of
F. By the decree entered by the District Court, in and for Water Division No.5,
State of Colorado, on May 23, 1999, in Case No. 98CW249, the water rights
decreed to Course Pond Nos. 1 through 5, inclusive, were continued as
conditional.
G. Portions of the above-described water rights were made absolute, and the
Court, in and for Water Division No. 5, Colorado, on August 24, 2006, in
Case No.05-CW-095, as follows:
H.
1. Golf Course Pond No. 1 has been constructed and subsequentiy used for
storage of water and subsequently used for irrigation, recreation, and
piscatorial uses at the Cordillera Valley Club golf course
(a) Description of portion of condrtional water right hereby made
absolute:
(i) Date water rights applied to beneficial use: June
1, 1993.
(ii) Amount made absolute: 6.0 acre-feet.
(iii) Uses: Irrigation, recreation and piscatorial uses.
The month for filing the next application for a finding of reasonable diligence
is August 2012.

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63
APPENDIXC
SURFACE WATER RIGHT DECREED TO COTTON\\IOOD PUMP AND PIPELINE
A conditional surface water right was decreed to the Cottonwood Pump and Pipeline
in Case No. 91-CW -033, on December 8, 1 992 is summarized for informational purposes
as follows:
a. Legal descripiion: The headgate is located at a point on the north bank of
t'le Eagle River ,n the SWY. SWY. of Section 31, T. 4 S., R. 82 W. of the 6th P.M. whence the
SW comer of said Section 31 bears S. 5 W. 500 teet.
b. Date of initiation of appropriation: July 13, 1990.
c. Amount decreed: 2.0 cfs, conditional.
d. Uses: Irrigation, recreation and piscatorial uses.
e. Source; Eagle River.
No.5, State of Colorado, on May 23, 1999, in Case No. 98CW249, the water right decreed
to Cottonwood Pump and Pipeline was continued as conditional.
No. 5, State of Colorado, on August 24, 2006, in Case No. 05CW95, the water right
decreed to Cottonwood Pump and Pipeline was continued as conditional for all originally
decreed purposes, and the month. for filing the next application for ftnding of reasonable
diligence is August, 2012.
B-45
Grantor:
COMMERCIAL SECURITY AGREEMENT
CORDILLERA GOLF CLUB, LlC, A DELAWARE
PO BOX 988
EDWARDS, CO 81632
Lender: Alpine Bank, A Colorado Banking Corporation
Alpine Bank Vall
Rifle, CO 81650
(BOO) 551-6098
THIS COMMERCIAL SECURITY AGREEMENT dated September 28, 2012, is made and executed between CORDILLERA GOLF CLUB, LLC, A
DELAWARE LIMITED LIABILITY COMPANY ("Grantor") and Alpine Bank, A Colorado Banking Corporation ("Lender").
GRANT OF SECURITY INTEREST. For valuable consideration, Grantor grants to Lender a security Interest in the Collateral to secure the
Indebtedness and agrees that Lender shall have the rights stated in this Agreement with respect to the Collateral, in addition to all other rights
which Lender may have by law.
COLLATERAL DESCRIPTION. The word "Collateral" as used in this Agreement means the following described property, whether now owned or
hereafter acquired, whether now existing or hereafter arising, and wherever located, in which Grantor is giving to Lender a security interest for
the payment of the Indebtedness and performance of all other obligations under the Note and this Agreement:
ALL FURNITURE, FIXTURES, EQUIPMENT, INVENTORY, ACCOUNTS RECEIVABLE, GENERAL INTANGIBLES, CONTRACTS AND
CONTRACT RIGHTS, PERMITS, GOODS, INSTRUMENTS, INVESTMENT PROPERTY, LETTER OF CREDIT RIGHTS, CHATTEL PAPER,
COMMERCIAL TORT CLAIMS, AND ALL PROCEEDS FROM THE DISPOSITION THEREOF.
In addition, the word "Collateral" also includes all the following, whether now owned or hereafter acquired, whether now existing or hereafter
arising, and wherever located:
(A} All accessions, attachments, accessories, replacements of and additions to any of the collateral described herein, whether added now
or later.
(B) All products and produce of any of the property described in this Collateral section.
(C) All accounts, general intangibles, instruments, rents, monies, payments, and all other rights, arising out of a sale, lease, consignment
or other disposition of any of the property described In this Collateral section.
(D) All proceeds (including insurance proceeds) from the sale, destruction, loss, or other disposition of any of the property described in this
Collateral section, and sums due from a third party who has damaged or destroyed the Collateral or from that party's insurer, whether due
to judgment, settlement or other process.
(E) All records and data relating to any of the property described in this Collateral section, whether in the form of a writing, photograph,
microfilm, microfiche, or electronic media, together with all of Grantor's right, title, and interest in and to all computer software required to
utilize, create, maintain, and process any such records or data on electronic media.
CROSS-COLLATERALIZATION. In addition to the Note, this Agreement secures all obligations, debts and liabilities, plus interest thereon, of
Grantor to Lender, or any one or more of them, as well as all claims by lender against Grantor or any one or more of them, whether now
existing or hereafter arising, whether related or unrelated to the purpose of the Note, whether voluntal)' or otherwise, whether due or not due,
direct or indirect, determined or undetermined, absolute or contingent, liquidated or unliquidated, whether Grantor may be liable individually or
jointly with others, whether obligated as guarantor, surety, accommodation party or otherwise, and whether recovel)' upon such amounts may
be or hereafter may become barred by any statute of limitations, and whether the obligation to repay such amounts may be or hereafter may
become othei"Nise unenforceable.
RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Grantor's accounts with lender (whether
checking, savings, or some other account). This includes all accounts Grantor holds jointly with someone else and all accounts Grantor may
open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by
law. Grantor authorizes lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the Indebtedness against any
and all such accounts.
GRANTOR'S REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL. With respect to the Collateral, Grantor represents
and promises to Lender that:
Perfection of Security Interest. Grantor agrees to take whatever actions are requested by lender to perfect and continue Lender's security
interest in .the Collateral. Upon request of lender, Grantor will deliver to lender any and all of the documents evidencing or constituting the
Collateral, and Grantor will note Lender's interest upon any and all chattel paper and instruments if not delivered to lender for possession
by Lender. This is a continuing Security Agreement and will continue in effect even though all or any part of the Indebtedness is paid in full
and even though for a period of time Grantor may not be Indebted to Lender.
Notices to Lender. Grantor will promptly notify Lender in writing at Lender's address shown above (or such other addresses as Lender may
designate from lime to lime) prior to any (1) change in Grantor's name; (2) change in Grantor's assumed business name(s); (3) change
in the management or in the members or managers of the limited liability company Grantor; (4) change in the authorized signer(s); (5)
change in Grantor's principal office address; (6) change in Grantor's state of organization; (7) conversion of Grantor to a new or different
type of business entity; or (8) change in any other aspect of Grantor that directly or indirectly relates to any agreements between Grantor
and Lender. No change In Grantor's name or state of organization will take effect until after Lender has received notice.
No Violation. The execution and delivery of this Agreement will not violate any law or agreement governing Grantor or to which Grantor is
a party, and its membership agreement does not prohibit any term or condition of this Agreement
Enforceablllty of Collateral. To the extent the Collateral consists of accounts, chattel paper, or general intangibles, as defined by the
Uniform Commercial Code, the Collateral is enforceable in accordance with its terms, is genuine, and fully complies with all applicable laws
and regulations concerning form, content and manner of preparation and execution, and all persons appearing to be obligated on the
Collateral have authority and capacity to contract and are in fact obligated as they appear to be on the Collateral. There shall be no setoffs
or counterclaims against any of the Collateral, and no agreement shall have been made under which any deductions or discounts may be
claimed concerning the Collateral except those disclosed to Lender in writing.
Location of the Collateral. Except in the ordinal)' course of Grantor's business, Grantor agrees to keep the Collateral at Grantor's address
shown above or at such other locations as are acceptable to lender. Upon lender's request, Grantor will deliver to lender in form
satisfactory to lender a schedule of real properties and Collateral locations relating to Grantor's operations, including without limitation the
following: (1) all real property Grantor owns or is purchasing; (2) all real property Grantor is renting or leasing; (3) all storage facilities
Grantor owns, rents, leases, or uses; and (4) all other properties where Collateral is or may be located.
Removal of the Collateral. Except in the ordinary course of Grantor's business, Grantor shall not remove the Collateral from its existing
location without Lender's prior written consent. Grantor shall, whenever requested, advise Lender of the exact location of the Collateral.
Transactions Involving Collateral. Except for inventol)' sold or accounts collected in the ordinal)' course of Grantor's business, or as
othe!"Nise provided for in this Agreement, Grantor shall not sell, offer to sell, or othei"Nise transfer or dispose of the Collateral. Grantor
shall not pledge, mortgage, encumber or othei"Nise permit the Collateral to be subject to any lien, security interest, encumbrance, or
charge, other than the security interest provided for in this Agreement, without the prior written consent of Lender. This includes security
interests even if junior in right to the security interests granted under this Agreement. Unless waived by Lender, all proceeds from any
disposition of the Collateral (for whatever reason) shall be held in trust for lender and shall not be commingled with any other funds;
provided however, this requirement shall not constitute consent by Lender to any sale or other disposition. Upon receipt, Grantor shall
immediately deliver any such proceeds to Lender.
Title. Grantor represents and warrants to lender that Grantor holds good and marketable title to the Collateral, free and clear of all liens
and encumbrances except for the lien of this Agreement. No financing statement covering any of the Collateral is on file in any public
office other than those which reflect the security interest created by this Agreement or to which lender has specifically consented.
Grantor shall defend Lender's rights in the Collateral against the claims and demands of all other persons.
Repairs and Maintenance. Grantor agrees to keep and maintain, and to cause others to keep and maintain, the Collateral in good order,
repair and condition at all times while this Agreement remains in effect. Grantor further agrees to pay when due all claims for work done
Loan No: 4450470301
(Continued) Page 2
on, or services rendered or material furnished In connection with the Collateral so that no lien or encumbrance may ever attach to or be
filed against the Collateral.
Inspection of Collateral. Lender and Lender's designated representatives and agents shall have the right at all reasonable times to examine
and inspect the COllateral wherever located.
Taxes, Assessments and Liens. Grantor will pay when due all taxes, assessments and liens upon the Collateral, its use or operation, upon
this Agreement, upon any promissol)' note or notes evidencing the Indebtedness, or upon any of the other Related Documents. Grantor
may withhold any such payment or may elect to contest any lien if Grantor is in good faith conducting an appropriate proceeding to contest
the obligation to pay and so long as Lender's interest in the Collateral is not jeopardized In Lender's sole opinion. If the Collateral is
subjected to a lien which is not discharged within fifteen (15) days, Grantor shall deposit with Lender cash, a sufficient corporate surety
bond or other security satisfactol)' to Lender in an amount adequate to provide for the discharge of the lien plus any interest, costs,
attorneys' fees or other charges that could accrue as a result of foreclosure or sale of the CollateraL In any contest Grantor shall defend
itself and Lender and shall satisfy any final adverse judgment before enforcement against the Collateral. Grantor shall name Lender as an
additional obligee under any surety bond furnished in the contest proceedings. Grantor further agrees to furnish Lender with evidence that
such taxes, assessments, and governmental and other charges have been paid In full and in a timely manner. Grantor may withhold any
such payment or may elect to contest any lien if Grantor is in good faith conducting an appropriate proceeding to contest the obligation to
pay and so long as Lender's interest in the Collateral is not jeopardized.
Compliance with Governmental Requirements. Grantor shall comply promptly with all Jaws, ordinances, rules and regulations of all
governmental authorities, now or hereafter in effect, applicable to the ownership, production, disposition, or use of the Collateral, including
all laws or regulations relating to the undue erosion of highly-erodible land or relating to the conversion of wetlands for the production of an
agricultural product or commodity. Grantor may contest in good faith any such law, ordinance or regulation and withhold compliance
during any proceeding, including appropriate appeals, so Jong as Lender's interest in the Collateral, in Lender's opinion, is not jeopardized.
Hazardous Substances. Grantor represents and warrants that the Collateral never has been, and never will be so long as this Agreement
remains a lien on the Collateral, used In violaf1on of any Environmental Laws or for the generatron, manufacture, storage, transportation.
treatment, disposal, release or threatened release of any Hazardous Substance. The representations and warranties contained herein are
based on Grantor's due diligence in investigating the Collateral for Hazardous Substances. Grantor hereby (1) releases and waives any
future claims against Lender for indemnity or contribution in the event Grantor becomes liable for cleanup or other costs under any
Environmental Laws, and (2) agrees to indemnify, defend, and hold harmless Lender against any and all claims and losses resulting from a
breach of this provision of this Agreement. This obligation to indemnify and defend shall survive the payment of the Indebtedness and the
satisfaction of this Agreement.
Maintenance of Casualty Insurance. Grantor shall procure and maintain all risks insurance, including without limitation fire, theft and
liability coverage together with such other insurance as Lender may require with respect to the Collateral, In form, amounts, coverages and
basis reasonably acceptable to Lender and issued by a company or companies reasonably acceptable to Lender. Grantor, upon request of
Lender, will deliver to Lender from tlme to time the policies or certificates of insurance in form satisfactory to Lender, including stipulations
that coverages will not be cancelled or diminished without at least ten (10) days' prior written notice to Lender and not including any
disclaimer of the insurer's liability for failure to give such a notice. Each insurance policy also shall include an endorsement providing that
coverage in favor of Lender will not be '1mpaked in any way by any act, omission or default of Grantor or any other person. In connection
with all policies covering assets in which Lender holds or is offered a security interest. Grantor will provide Lender with such loss payable
or other endorsements as Lender may require. If Grantor at any time fails to obtain or maintain any insurance as required under this
Agreement, Lender may (but shall not be obligated to) obtain such insurance as Lender deems appropriate, including if Lender so chooses
"single interest insurance," which will cover only Lender's interest in the Collateral.
Application of Insurance Proceeds. Grantor shall promptly notify Lender of any loss or damage to the Collateral, whether or not such
casualty or loss is covered by insurance. Lender may make proof of loss If Grantor fails to do so within fifteen (15) days of the casualty.
All proceeds of any insurance on the Collateral, including accrued proceeds thereon, shall be held by Lender as part of the Collateral. If
Lender consents to repair or replacement of the damaged or destroyed Collateral, Lender shall, upon satisfactory proof of expenditure, pay
or reimburse Grantor from the proceeds for the reasonable cost of repair or restoration. If Lender does not consent to repair or replacement
of the Collateral, Lender shall retain a sufficient amount of the proceeds to pay all of the Indebtedness, and shall pay the balance to
Grantor. Any proceeds which have not been disbursed within six (6) months after their receipt and which Grantor has not committed to
the repair or restoration of the Collateral shall be used to prepay the Indebtedness.
Insurance Reserves. Lender may require Grantor to maintain with Lender reserves for payment of insurance premiums, which reserves shall
be created by monthly payments from Grantor of a sum estimated by Lender to be suffic!ent to produce, at least fifteen {15) days before
the premium due date, amounts at least equal to the insurance premiums to be paid. If fifteen {15) days before payment is due, the reserve
funds are insufficient, Grantor shall upon demand pay any deficiency to Lender. The reserve funds shall be held by Lender as a general
deposit and shall constitute a non-interestbearing account which Lender may satisfy by payment of the insurance premiums required to be
paid by Grantor as they become due. Lender does not hold the reserve funds in trust for Grantor, and Lender is not the agent of Grantor
for payment of the insurance premiums required to be paid by Grantor. The responsibility for the payment of prem'1ums shall remain
Grantor's sole responsibllity.
Insurance Reports. Grantor, upon request of Lender, shall furnish to Lender reports on each existing policy of insurance showing such
Information as Lender may reasonably request Including the following: (1) the name of the insurer; {2) the risks Insured; (3) the amount
of the policy; (4) the property insured; (5) the then current value on the basis of which insurance has been obtained and the manner of
determining that value; and (6) the expiration date of the policy. In addition, Grantor shall upon request by Lender (however not more
often than annually) have an independent appraiser satisfactory to Lender determine, as applicable, the cash value or replacement cost of
the Collateral.
Financing Statements. Grantor authorizes Lender to file a UCC financing statement, or alternatively, a copy of this Agreement to perfect
Lender's security interest. At Lender's request, Grantor additionally agrees to sign all other documents that are necessal)' to perfect,
protect, and continue Lender's security interest in the Property. This Includes making sure Lender is shown as the first and only security
Interest holder on the title covering the Property. Grantor will pay all filing fees, title transfer fees, and other fees and costs involved unless
prohibited by Jaw or unless Lender is required by law to pay such fees and costs. Grantor irrevocably appoints Lender to execute
documents necessal)' to transfer title if there is a default. Lender may file a copy of this Agreement as a financing statement. If Grantor
changes Grantor's name or address, or the name or address of any person granting a security interest under this Agreement changes,
Grantor will promptly notify the Lender of such change.
GRANTOR'S RIGHT TO POSSESSION. Until default, Grantor may have possession of the tangible personal property and beneficial use of all the
Collateral and may use it in any lawful manner not inconsistent with this Agreement or the Related Documents, provided that Grantor's right to
possession and beneficial use shall not apply to any Collateral where possession of the Collateral by Lender is required by law to perfect
Lender's security interest '111 such Collateral. If Lender at any lime has possession of any Collateral, whether before or after an Event of Default,
Lender shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral if Lender takes such action for that
purpose as Grantor shall request or as Lender, in Lender's sole discretion, shall deem appropriate under the circumstances, but failure to honor
any request by Grantor shall not of itself be deemed to be a failure to exercise reasonable care. Lender shall not be required to take any steps
necessal)' to preserve any rights In the Collateral against prior parties, nor to protect, preserve or maintain any security interest given to secure
the Indebtedness.
LENDER'S EXPENDITURES, If any action or proceed'll'lg is commenced that would mater"1ally affect Lender's interest in the Collateral or if
Grantor fails to comply with any provision of this Agreement or any Related Documents, including but not limited to Grantor's failure to
discharge or pay when due any amounts Grantor is required to discharge or pay under this Agreement or any Related Documents, Lender on
Grantor's behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging or
paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on the Collateral and paying all costs tor
Insuring, maintaining and preserving the Collateral. All such expenditures incurred or paid by Lender for such purposes will then bear interest at
the rate charged under the Note frorn the date Incurred or paid by Lender to the date of repayment by Grantor. All such expenses will become a
part of the Indebtedness and, at Lender's option, will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned
among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy; or (2) the
remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable at the Note's maturity. The Agreement also
will secure payment of these amounts. Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon
Default.
DEFAULT. Each of the following shall constitute an Event of Default under this Agreement:
Payment Default. Grantor fails to make any payment when due under {he Indebtedness.
other Defaults. Grantor fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement or
in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other
Loan No: 4450470301
(Continued)
agreement between lender and Grantor.
Page 3
Default in Favor of Third Parties. Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or
any other agreement, in favor of any other creditor or person that may materially affect any of Grantor's property or ability to perform
Grantor's obligations under this Agreement or any of the Related Documents.
False Statements. Any warranty, representation or statement made or furnished to lender by Grantor or on Grantor's behalf under this
Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes
false or misleading at any time thereafter.
Defective Collaterallzation. This Agreement or any of the Related Documents ceases to be in full force and effect (including fallure of any
collateral document to create a valid and perfected security interest or lien) at any time and for any reason.
Insolvency. The dissolution of Grantor (regardless of whether election to continue is made), any member withdraws from the limited
liability company, or any other termination of Grantor's existence as a going business or the death of any member, the insolvency of
Grantor, the appointment of a receiver for any part of Grantor's property, any assignment for the benefit of creditors, any type of creditor
workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Grantor.
Creditor or Forfeiture Proceedings, Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help,
repossession or any other method, by any creditor of Grantor or by any governmental agency against any collateral securing the
Indebtedness. This includes a garnishment of any of Grantor's accounts, including deposit accounts, with lender. However, this Event of
Default shall not apply if there is a good falth dispute by Grantor as to the validity or reasonableness of the claim which is the basis of the
creditor or forfeiture proceeding and if Grantor gives lender written notice of the creditor or forfeiture proceeding and deposits with lender
monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by lender, in its sole discretion, as being an
adequate reserve or bond for the dispute.
Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party
of any of the Indebtedness or guarantor, endorser, surety, or accommodation party dies or becomes incompetent or revokes or disputes the
validity of, or liability under, any Guaranty of the Indebtedness.
Adverse Change. A material adverse change occurs in Grantor's financial condition, or lender believes the prospect of payment or
performance of the Indebtedness is impaired.
Insecurity. lender In good faith believes itself insecure.
Cure Provisions. If any default, other than a default in payment is curable and if Grantor has not been given a notice of a breach of the
same provision of this Agreement within the preceding twelve (12) months, it may be cured if Grantor, after lender sends written notice to
Grantor demanding cure of such default: (1) cures the default within twenty (20) days; or (2) if !he cure requires more than twenty (20)
days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter
continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.
RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, at any time thereafter, lender shall have all the
rights of a secured party under the Colorado Uniform Commercial Code. In addition and without limitation, lender may exercise any one or more
of the following rights and remedies:
Accelerate Indebtedness. Lender may declare the entire Indebtedness, including any prepayment penalty which Grantor would be required
to pay, immediately due and payable, without notice of any kind to Grantor.
Assemble Collateral. lender may require Grantor to deliver to lender all or any portion of the Collateral and any and all certificates of t!tle
and other documents relating to the Collateral. lender may require Grantor to assemble the Col!ateral and make it available to lender at a
place to be designated by Lender. Lender also shall have full power to enter upon the property of Grantor to lake possession of and
remove the Collateral. If the Collateral contains other goods not covered by this Agreement at the time of repossession, Grantor agrees
Lender may take such other goods, provided that Lender makes reasonable efforts to return them to Grantor after repossession.
Sell the Collateral. Lender shall have full power to sell, lease, transfer, or otherwise deal with the Collateral or proceeds thereof in Lender's
own name or that of Grantor. Lender may sell the Collateral at public auction or private sale. Unless the Collateral threatens to decline
speedily in value or is of a type customarily sold on a recognized market, lender will give Grantor, and other persons as required by Jaw,
reasonable notice of the time and place of any public sale, or the time after which any private sale or any other disposition of the Collateral
is to be made. However, no notice need be provided to any person who, after Event of Default occurs, enters into and authenticates an
agreement waiving that person's right to notification of sale. The requirements of reasonable notice shall be met if such notice is given at
least ten (10) days before the time of the sale or disposition. All expenses relating to the disposition of the Collateral, including without
limitation the expenses of retaking, holding, insuring, preparing for sale and selling the Collateral, shall become a part of the Indebtedness
secured by this Agreement and shall be payable on demand, with interest at the Note rate from date of expenditure until repaid.
Appoint Receiver. lender shalt have the right to have a receiver appointed to take possession of all or any part of the Collateral, with the
power to protect and preserve the Collateral, to operate the Collateral preceding foreclosure or sale, and to collect the Rents from the
Collateral and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver may serve wllhout
bond if permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Collateral
exceeds the Indebtedness by a substantial amount. Employment by lender shall not disqualify a person from serving as a receiver.
Receiver may be appointed by a court of competent jurisdiction upon ex parte application and without notice, notice being expressly
waived.
Collect Revenues, Apply Accounts. Lender, either itself or through a receiver, may collect the payments, rents, income, and revenues from
the Collateral. Lender may at any time in Lender's discretion transfer any Collateral into Lender's own name or that of Lender's nominee
and receive the payments, rents, Income, and revenues therefrom and hold the same as security for the Indebtedness or apply it to
payment of the Indebtedness in such order of preference as Lender may determine. Insofar as the Collateral consists of accounts, general
intangibles, insurance policies, instruments, chattel paper, chases in action, or similar property, lender may demand, collect, receipt for,
settle, compromise, adjust, sue for, foreclose, or realize on the Collateral as lender may determine, whether or not Indebtedness or
Collateral is then due. For these purposes, lender may, on behalf of and in the name of Grantor, receive, open and dispose of mail
addressed to Grantor; change any address to which mail and payments are to be sent; and endorse notes, checks. drafts, money orders,
documents of title, instruments and items pertaining to payment, shipment. or storage of any Collateral. To facilitate collection. Lender
may notify account deblors and obligors on any Collateral to make payments directly to lender.
Obtain Deficiency. If lender chooses to sell any or all of the Collateral, lender may obtain a judgment against Grantor for any deficiency
remaining on the Indebtedness due to Lender after application of all amounts received from the exercise of the rights provided in this
Agreement. Grantor shall be liable for a deficiency even if the transaction described In this subsection Is a sale of accounts or chattel
paper.
other Rights and Remedies. Lender shall have all the rights and remedies of a secured creditor under the provisions of the Uniform
Commercial Code, as may be amended from time to time. In addition, lender shall have and may exercise any or all other rights and
remedies it may have available at law, in equity, or otherwise.
Election of Remedies. Except as may be prohibited by applicable law, all of lender's rights and remedies, whether evidenced by this
Agreement, the Related Documents, or by any other writing, shall be cumulative and may be exercised singularly or concurrently. Election
by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to
perform an obligation of Grantor under this Agreement, after Grantor's failure to perform, shall not affect Lender's right to declare a default
and exercise its remedies.
SPECIAL PROVISION TO AGREEMENT. On June 26,2012, Borrower (or Grantor, as applicable) filed a voluntary petition under Chapter 11 of
the United States Bankruptcy Code (the "Proceeding"), and in the course of such proceeding lender (or Beneficiary, as applicable) has agreed to
provide debtor-in-possession financing in the principal amount of $3,239,955.00 (the "Final PIP Loan") to be disbursed in accordance with a
budget (the " ~ " ) all as more fully set forth In that certain Debtor-In-Possession loan Agreement of even date herewith (the " ~
Aqrsement"). This Agreement (or Note or Deed of Trust, as applicable) or any other document in which this provision appears and any
amendment, modification, supplement, extension, renewal, restatement or replacement thereof, is one of the several loan documents that
evidence, secure or is otherwise made or given in connection with the Final DIP Loan (all collectively the "Related Documents"). All of the
Related Documents shall be modified, interpreted and enforced in accordance with the following:
1. Borrower's compliance with, performance, or satisfaction of the representations, warranties and covenants of the DIP loan Agreement and
any orders issued in the Proceeding in connection with the Final DIP Loan (".Qa.!m") shall constitute compliance with, performance, or
satisfaction of the representations, warranties and covenants of the Related Documents regardless of whether or not the representations.
warranties and covenants of the Related Documents are different, more broad or conflict with the representations, warranties and covenants of
the DIP Loan Agreement and Orders.
Loan No: 4450470301
(Continued) Page 4
2. Except as provided in Paragraph 5 below, the Events of Default in the Related Documents that are inconsistent with or in addition to the
Events of Default In the DIP Loan Agreement shall have no force and effect as to Borrower. Stated otherwise and except as provided in
Paragraph 5 below, the only Events of Default that may apply to or be enforced against Borrower are those in the DIP Loan Agreement
3. All references 'm the Related Documents to any guarantor of the Final D!P Loan are deleted. For sake of clarity there is no guarantor of the
Final DIP Loan.
4. All cross-collateral provisions in the Related Documents shall be ineffective and all the Related Documents shall be interpreted and enforced
as though such cross-collateral provisions were never a part thereof.
5. Notwithstanding any other provision of this Special Provision and subject always to the Orders, it is the intent and agreement of Borrower (or
Grantor as applicable) and Lender (or Beneficiary, as applicable) that all terms and provisions of the Related Documents necessary to the: (a)
placement, attachment, perfection of any liens or security interests given to secure the Final DIP Loan, (b) maintenance of such placement,
attachment or perfection or (c) preservation, protection or maintenance of the collateral that is the subject of said liens and security interests (d)
enforcement of any rights or remedies including receivership, fOreclosure or public or private sale under applicable state law and {e) Borrower"s
obligation to timely winterize the Golf Courses (as defined in the DIP Loan Agreement) utilizing generally acceptable practices for high altitude
courses shall in each Instance remain in full force and effect and shall not, in any way, be impaired, diminished or waived by the terms of any
other paragraph of this Special Provision and in the case of (c) and (e) of this Paragraph 5 also subject to the Budget and available funds.
6. In the event of any conflict or inconsistency between this Special Provision and the remainder of this Agreement (or Note or Deed of Trust,
as applicable) to which this Special Provision is attached, this Special Provision shall govern and control.
7. In the event of any conflict or inconsistency between the DIP Loan Agreement and any Related Documents, the DIP Loan Agreement shall
govern and control.
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement:
Amendments. This Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the parties
as to the matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing
and signed by the party or parties sought to be charged or bound by the alteration or amendment.
Attorneys' Fees; Expenses. Grantor agrees to pay upon demand all of Lender's reasonable costs and expenses, including Lender's
attorneys' fees and Lender's legal expenses, Incurred in connection with the enforcement of this Agreement. Lender may hire or pay
someone else to help enfOrce this Agreement, and Grantor shall pay the reasonable costs and expenses of such enforcement. Costs and
expenses include Lender's attorneys' fees and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal
expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated
post-judgment collection services. Grantor also shall pay all court costs and such additional fees as may be directed by the court.
Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the
provisions of this Agreement.
Governing Law. This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the
laws of the State of Colorado without regard to Its conflicts of law provisions. This Agreement has been accepted by Lender in the State
of Colorado,
Choice of Venue. If there is a lawsuit, Grantor agrees upon Lender's request to submit to the jurisdiction of the courts of Eagle County,
State of Colorado.
No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing
and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any
other right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender's right otherwise to
demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender, nor any course of
dealing between Lender and Grantor, shall constitute a waiver of any of Lender's rights or of any of Grantor's obligations as to any future
transactions. Whenever the consent of Lender Is required under this Agreement, the granting of such consent by Lender in any instance
shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be
granted or withheld in the sole discretion of Lender.
Notices. Any notice required to be given under this Agreement shall be given in writing. and shall be effective when actually delivered,
when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier,
or, if mailed, when deposited In the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses
shown near the beginning of this Agreement. Any party may change its address for notices under this Agreement by giving formal written
notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Grantor agrees
to keep Lender infOrmed at all limes of Grantor's current address. Unless otherwise provided or required by law, if there is more than one
Grantor, any notice given by Lender to any Grantor is deemed to be notice given to all Grantors.
Power of Attorney. Grantor hereby appoints Lender as Grantor's irrevocable attorney-in-fact for the purpose of executing any documents
necessary to perfect, amend, or to continue the security interest granted in this Agreement or to demand termination of filings of other
secured parties. Lender may at any time, and without further authorlzatlon from Grantor, file a carbon, photographic or other reproduction
of any financing statement or of this Agreement for use as a financing statement. Grantor wi!l reimburse Lender for all expenses for the
perfection and the continuation of the perfection of Lender's security interest in the Collateral.
Severability. If a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any
circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible,
the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so
modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, the illegality, invalidity, or unenforceability
of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement.
Successors and Assigns. Subject to any limitations stated in this Agreement on transfer of Grantor's interest, this Agreement shall be
binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Collateral becomes vested in a
person other than Grantor, Lender, without notice to Grantor, may deal with Grantor's successors with reference to this Agreement and the
Indebtedness by way of forbearance or extension without releasing Grantor from the obligations of this Agreement or liability under the
Indebtedness.
Survival of Representations and Warranties. All representations, warranties, and agreements made by Grantor in this Agreement shall
survive the execution and delivery of this Agreement, shall be continuing in nature, and shall remain in full force and effect until such time
as Grantor's Indebtedness shall be paid in full.
Time Is of the Essence. Time is of the essence in the performance of this Agreement.
Waive Jury. All parties to this Agreement hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by any
party against any other party.
DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Agreement. Unless specifically
staled to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms
used In the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise
defined In this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code:
Agreement. The word "Agreement" means this Commercial Security Agreement, as this Commercial Security Agreement may be amended
or modified from tlme to time, together with all exhibits and schedules attached to this Commercial Security Agreement from time to time
Borrower. The word "Borrower" means CORDILLERA GOLF CLUB, LLC, A DELAWARE LIMITED LIABILITY COMPANY and includes all
co-signers and co-makers signing the Note and all their successors and assigns.
Collateral. The word "Collateral" means all of Grantor's right, title and interest in and to all the Collateral as described in the Collateral
Description section of this Agreement.
Default. The word "Default" means the Default set forth in this Agreement in the section titled "Default".
Environmental Laws. The words "Environmental Laws" mean any and all state, federal and local statutes, regulations and ordinances
relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. ("CERCLA"), the Superfund Amendments and
Reauthorization Act of 1986, Pub. L No. 99-499 ("SARA"), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq ..
the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable state or federal laws, rules, or
Loan No: 4450470301
regulations adopted pursuant thereto.
(Continued) Page 5
Event of Default. The words "Event of Defaultn mean any of the events of default set forth in this Agreement In the default section of this
Agreement.
Grantor. The word "Grantor" means CORDILLERA GOLF CLUB, LLC, A DELAWARE LIMITED LIABILITY COMPANY.
Guaranty. The word "Guaranty" means the guaranty from guarantor, endorser, surety, or accommodation party to Lender, including
without limitation a guaranty of all or part of the Note.
Hazardous Substances. The words "Hazardous Substances" mean materials that, because of their quantity, concentration or physical,
chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when
improperly used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words "Hazardous
Substances" are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or
waste as defined by or listed under the Environmental Laws. The term "Hazardous Substances" also includes, without limitation, petroleum
and petroleum by-products or any fraction thereof and asbestos.
Indebtedness. The word "Indebtedness" means the indebtedness evidenced by the Note or Related Documents, including all principal and
interest together with all other indebtedness and costs and expenses for which Grantor is responsible under this Agreement or under any of
the Related Documents. Specifically, without limitation, Indebtedness includes all amounts that may be indirectly secured by the
Cross-Collateralizat"1on provision of this Agreement.
Lender. The word "Lender" means Alpine Bank, A Colorado Banking Corporation, its successors and assigns.
Note. The word "Note" means the Note executed by CORDILLERA GOLF CLUB, LLC, A DELAWARE LIMITED LIABILITY COMPANY in the
principal amount of $3,239,955.00 dated September 28, 2012, together with all renewals of, extensions of, modifications of, refinancings
of, consolidations of, and substitutions for the note or credit agreement.
Property. The word "Property" means all of Grantor's right. title and interest in and to all the Property as described in the "Collateral
Description" section of this Agreement.
Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental
agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments,
agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness.
GRANTOR HAS READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS COMMERCIAL SECURITY AGREEMENT AND AGREES TO ITS
TERMS. THIS AGREEMENT IS DATED SEPTEMBER 28,2012.
GRANTOR:
By:

lAS"" FRO'-""""" V". 5.61J.OD.D05 Co".""''""' floooolotSol,llo"' OOo. 1001.2012 All CO M.ICFl\LPL\E1o.FC 1R ... 4150 PR7B
Grantor:
COMMERCIAL PLEDGE AGREEMENT
CORDILLERA GOLF CLUB, LLC, A DELAWARE
PO BOX 988
EDWARDS, CO 81632
Lender: Alpine Bank, A Colorado Banking Corporation
Alpine Bank Vail
Rifle, CO 81650
(800) 551-6098
THIS COMMERCIAL PLEDGE AGREEMENT dated September 28, 2012, is made and executed between CORDILLERA GOLF CLUB, LLC, A
DELAWARE LIMITED LIABILITY COMPANY ("Grantor") and Alpine Bank, A Colorado Banking Corporation ("Lender'').
GRANT OF SECURITY INTEREST. For valuable consideration, Grantor grants to Lender a security interest in the Collateral to secure the
Indebtedness and agrees that Lender shall have the rights stated In this Agreement with respect to the Collateral, in addition to all other rights
which lender may have by law.
COLLATERAL DESCRIPTION. The word "Collateral" as used in this Agreement means Grantor's present and future rights, title and interest in
and to the following described investment property, together with any and all present and futl.lre additions thereto, substitutions therefor, and
replacements thereof, and further together with all Income and Proceeds as described herein:
All dues, assessments, fees or other charges payable to the Grantor by or on account of all memberships in The Club at Cordillera for
all categories and from all privileges with respect to all Cordillera golf courses properties and facilities now or hereafter owned by
Grantor, together with all memberships, issued pursuant to that certain membership plan for The Club at Cordillera as Amended and
Restated in Its Entirety December 1, 2011, or issued under any other plans or any other memberships whether or not issued pursuant to
any plan and any amendments, modifications, supplements or restatements of such plans or memberships (all collectively the
Memhgrshjps") and all revenues, whether in the fonn of a lump sum payment or any installments or on any other credit tenns from
the sale, exchange or upgrade of Memberships, less all refund payments paid or payable in
connection with the sale, exchange or upgrade of any Memberships now existing or hereafter issued.
CROSS-COLLATERALIZATION. In addition to the Note, this Agreement secures all obligations, debts and liabilities, plus interest thereon, of
Grantor to Lender, or any one or more of them, as well as all claims by Lender against Grantor or any one or more of them, whether now
existing or hereafter arising, whether related or unrelated to the purpose of the Note, whether voluntary or otherwise, whether due or not due,
direct or indirect, determined or undetermined, absolute or contingent, liquidated or unliquidated, whether Grantor may be liable individually or
jointly with others, whether obligated as guarantor, surety, accommodation party or otherwise, and whether recovery upon such amounts may
be or hereafter may become barred by any statute of limitations, and whether the obligation to repay such amounts may be or hereafter may
become otherwise unenforceable.
RIGHT OF SETOFF. To the extent pennitted by applicable law, Lender reserves a right of setoff in all Grantor's accounts with Lender (whether
checking, savings, or some other account). This includes all accounts Grantor holds jointly with someone else and all accounts Grantor may
open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by
law. Grantor authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the Indebtedness against any
and all such accounts.
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL Grantor represents and warrants to Lender that:
Ownership. Grantor is the lawful owner of the Collateral free and clear of all security interests, liens, encumbrances and claims of others
except as disclosed to and accepted by Lender in writing prior to execution of this Agreement.
Right to Pledge. Grantor has the full right, power and authority to enter into this Agreement and to pledge the Collateral.
Authority; Binding Effect. Grantor has the full right, power and authority to enter into this Agreement and to grant a security interest in the
Collateral to Lender. This Agreement is binding upon Grantor as well as Grantor's successors and assigns, and is legally enforceable in
accordance with its terms. The foregoing representations and warranties, and all other representations and warranties contained in this
Agreement are and shall be =ntinuing in nature and shall remain in full force and effect until such time as this Agreement is tenninated or
cancelled as provided herein.
No Further Assignment Grantor has not, and shall not, sell, assign, transfer, encumber or otherwise dispose of any of Grantor's rights in
the Collateral except as provided in this Agreement.
No Defaults. There are no defaults existing under the Collateral, and there are no offsets or counterclaims to the same. Grantor will strictly
and promptly perform each of the terms, conditions, covenants and agreements, if any, contained in the Collateral which are to be
performed by Grantor.
No Violation. The execution and delivery of this Agreement will not violate any law or agreement governing Grantor or to which Grantor is
a party, and its membership agreement does not prohibit any term or condition of this Agreement.
Financing Statements. Grantor authorizes Lender to file a UCC financing statement, or alternatively, a copy of this Agreement to perfect
Lender's security interest. At Lender's request, Grantor additionally agrees to sign all other documents that are necessary to perfect,
protect, and continue Lender's security interest in the Property. This includes making sure Lender is shown as the first and only security
interest holder on the title covering the Property. Grantor will pay all filing fees, title transfer fees, and other fees and costs involved unless
prohibited by law or unless Lender is required by law to pay such fees and costs. Grantor irrevocably appoints Lender to execute
documents necessary to transfer title if there is a default. Lender may file a copy of this Agreement as a financing statement. If Grantor
changes Grantor's name or address, or the name or address of any person granting a security interest under this Agreement changes,
Grantor will promptly notify the Lender of such change.
LENDER'S RIGHTS AND OBLIGATIONS WITH RESPECT TO THE COLLATERAL. Lender may hold the Collateral until all Indebtedness has been
paid and satisfied. Thereafter Lender may deliver the Collateral to Grantor or to any other owner of the Collateral. Lender shall have the
following rights in addition to all other rights Lender may have by law:
Maintenance and Protection of Collateral. Lender may, but shall not be obligated to, take such steps as it deems necessary or desirable to
protect, maintain, insure, store, or care for the Collateral, including paying of any liens or claims against the Collateral. This may include
such things as hiring other people, such as attorneys, appraisers or other experts. Lender may charge Grantor for any cost incurred in so
doing. When applicable law provides more than one method of perfection of Lender's security interest, Lender may choose the method(s)
to be used.
Income and Proceeds from the Collateral. Lender may receive all Income and Proceeds and add it to the Collateral. Grantor agrees to
deliver to Lender immediately upon receipt, in the exact form received and without commingling with other property, all Income and
Proceeds from the Collateral which may be received by, paid, or delivered to Grantor or for Grantor's account, whether as an addition to, in
discharge of, in substitution of, or in exchange for any of the Collateral.
Application of Cash. At Lender's option, Lender may apply any cash, whether included in the Collateral or received as Income and
Proceeds or through liquidation, sale, or retirement, of the Collateral, to the satisfaction of the Indebtedness or such portion thereof as
Lender shall choose, whether or not matured.
Transactions with Others. Lender may (1) extend time for payment or other performance, (2) grant a renewal or change in terms or
conditions, or (3) compromise, compound or release any obligation, with any one or more Obligors, endorsers, or Guarantors of the
Indebtedness as Lender deems advisable, without obtaining the prior written consent of Grantor, and no such act or failure to act shall
affect Lender's rights against Grantor or the Collateral.
All Collateral Secures Indebtedness. AU Collateral shall be security for the Indebtedness, whether the Collateral is located at one or more
offices or branches of Lender. This will be the case whether or not the office or branch where Grantor obtained Grantor's loan knows
about the Collateral or relies upon the Collateral as security.
Collection of Collateral. Lender at Lender's option may, but need not, collect the Income and Proceeds directly from the Obligors. Grantor
authorizes and directs the Obligors, if Lender decides to collect the Income and Proceeds, to pay and deliver to Lender all Income and
Proceeds from the Collateral and to accept Lender's receipt for the payments.
Power of Attorney. Grantor irrevocably appoints Lender as Grantor's attorney-in-fact, with full power of substitution, (a) to demand,
loan No: 4450470301
(Continued) Page 2
collect, receive, receipt for, sue and recover all Income and Proceeds and other sums of money and other property which may now or
hereafter become due, owing or payable from the Obligors in accordance with the terms of the Collateral; (b) to execute, sign and endorse
any and all instruments, receipts, checks, drafts and warTants issued in payment for the Collateral; (c) to settle or compromise any and all
claims arising under the Collateral, and in the place and stead of Grantor, execute and deliver Grantor's release and acquittance for Grantor;
(d) to file any claim or claims or to take any action or instltute or take part in any proceedings, either in Lender's own name or in the name
of Grantor, or otherwise, which in the discretion of Lender may seem to be necessary or advisable; and (e) to execute in Grantor's name
and to deliver to the Obligors on Grantor's behalf, at the time and in the manner specified by the Collateral, any necessary instruments or
documents.
Perfection of Security Interest. Upon Lender's request, Grantor will deliver to Lender any and all of the documents evidencing or
constituting the Collateral. When applicable law provides more than one method of perfection of Lender's security interest, Lender may
choose the method(s) to be used. Upon Lender's request, Grantor will sign and deliver any writings necessary to perfect Lender's security
interest. Grantor hereby appoints Lender as Grantor's irrevocable attorney-in-fact for the purpose of executing any documents necessary to
perfect, amend, or to continue the security interest granted in this Agreement or to demand termination of filings of other secured parties.
This is a continuing Security Agreement and will continue in effect even though all or any part of the Indebtedness is paid in full and even
though for a period of time Grantor may not be indebted to Lender.
LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's interest in the Collateral or if
Grantor fails to comply with any provision of this Agreement or any Related Documents, including but not llmited to Grantor's failure to
discharge or pay when due any amounts Grantor is required to discharge or pay under this Agreement or any Related Documents, Lender on
Grantor's behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not llmited to discharging or
paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on the Collateral and paying all costs for
insuring, maintaining and preserving the Collateral. All such expenditures incurred or paid by Lender for such purposes will then bear interest at
the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Grantor. All such expenses will become a
part of the Indebtedness and, at Lender's option, will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned
among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy; or (2) the
remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable at the Note's maturity. The Agreement also
will secure payment of these amounts. Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon
Default.
LIMITATIONS ON OBLIGATIONS OF LENDER. Lender shall use ordinary reasonable care in the physical preservation and custody of the
Collateral in Lender's possession, but shall have no other obligation to protect the Collateral or its value. In particular, but without limitation,
Lender shall have no responsibility for (A) any depreciation in value of the Collateral or for the collection or protection of any Income and
Proceeds from the Collateral, (B) preservation of rights against parties to the Collateral or against third persons, (C) ascertaining any
maturities, calls, conversions, exchanges, offers, tenders, or similar matters relating to any of the Collateral, or (D) informing Grantor about any
of the above, whether or not Lender has or is deemed to have knowledge of such matters. Except as provided above, Lender shall have no
liability for depreciation or deterioration of the Collateral.
DEFAULT. Each of the following shall constitute an Event of Default under this Agreement:
Payment Default. Grantor fails to make any payment when due under the Indebtedness.
Other Defaults. Grantor fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement or
in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other
agreement between Lender and Grantor.
Default in Favor of Third Parties. Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or
any other agreement, in favor of any other creditor or person that may materially affect any of Grantor's property or ability to perform
Grantor's obligations under this Agreement or any of the Related Documents.
False Statements. Any warranty, representation or statement made or furnished to Lender by Grantor or on Grantor's behalf under this
Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes
false or misleading at any time thereafter.
Defective Collateralization. This Agreement or any of the Related Documents ceases to be in full force and effect (including failure of any
collateral document to create a valid and perfected security interest or lien) at any time and for any reason.
Insolvency. The dissolution of Grantor (regardless of whether election to continue is made), any member withdraws from the limited
liability company, or any other termination of Grantor's existence as a going business or the death of any member, the insolvency of
Grantor, the appointment of a receiver for any part of Grantor's property, any assignment for the benefit of creditors, any type of creditor
workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Grantor.
Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help,
repossession or any other method, by any creditor of Grantor or by any governmental agency against any collateral securing the
Indebtedness. This includes a garnishment of any of Grantor's accounts, including deposit accounts, with Lender. However, this Event of
Default shall not apply if there is a good faith dispute by Grantor as to the validity or reasonableness of the claim which is the basis of the
creditor or forfeiture proceeding and if Grantor gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender
monies or a surety bond for the creditor or forfeiture proceeding, in an amount detennined by Lender, in its sole discretion, as being an
adequate reserve or bond for the dispute.
Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party
of any of the Indebtedness or guarantor, endorser, surety, or accommodation party dies or becomes incompetent or revokes or disputes the
validity of, or liability under, any Guaranty of the Indebtedness.
Adverse Change. A material adverse change occurs in Grantor's financial condition, or Lender believes the prospect of payment or
performance of the Indebtedness is impaired.
Cure Provisions. If any default, other than a default in payment is curable and if Grantor has not been given a notice of a breach of the
same provision of this Agreement within the preceding twelve (12) months, it may be cured if Grantor, after Lender sends written notice to
Grantor demanding cure of such default: (1) cures the default within twenty (20) days; or (2) if the cure requires more than twenty (20)
days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter
continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.
RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, at any lime thereafter, Lender may exercise any
one or more of the following rights and remedies:
Accelerate Indebtedness. Declare all Indebtedness, including any prepayment penalty which Grantor would be required to pay, immediately
due and payable, without notice of any kind to Grantor.
Collect the Collateral. Collect any of the Collateral and, at Lender's option and to the extent permitted by applicable law, retain possession
of the Collateral while suing on the Indebtedness.
Sell the Collateral. Sell the Collateral, at Lender's discretion, as a unlt or in parcels, at one or more publlc or private sales. Unless the
Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall give or
mail to Grantor, and other persons as required by law, notice at least ten (10) days in advance of the time and place of any public sale, or
of the time after which any private sale may be made. However, no notice need be provided to any person who, after an Event of Default
occurs, enters into and authenticates an agreement waiving that person's right to notification of sale. Grantor agrees that any requirement
of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has
given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements of notice to the public by a single
publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and
a brief description of the property to be sold. Lender may be a purchaser at any public sale.
Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities laws. If,
because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction,
Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale
to one or more persons or to a restricted group of persons, even though such sale may result in a price that is less favorable than might be
obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are
loan No: 4450470301
{Continued) Page 3
"restricted securities" as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of
state securities departments under state "Blue Sky" laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of
the securities, Grantor agrees that neither Grantor, nor any member of Grantor's family, nor any other person signing this Agreement will
sell or dispose of any securities of such issuer without obtaining Lender's prior written consent.
Foreclosure. Maintain a judicial suit for foreclosure and sale of the Collateral.
Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as
Grantor's attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than
one) as shall be necessary or reasonable.
Other Rights and Remedies. Have and exercise any or all of the rights and remedies of a secured creditor under the provisions of the
Uniform Commercial Code, at law, in equity, or otherwise.
Application of Proceeds. Apply any cash which is part of the Collateral, or which is received from the collection or sale of the Collateral, to
reimbursement of any expenses, including any costs for registration of securities, commissions incurred in connection with a sale,
attorneys' fees and court costs, whether or not there is a lawsuit and including any fees on appeal, incurred by Lender in connection with
the collection and sale of such Collateral and to the payment of the Indebtedness of Grantor to Lender, with any excess funds to be paid to
Grantor as the interests of Grantor may appear. Grantor agrees, to the extent permitted by law, to pay any deficiency after application of
the proceeds of the Collateral to the Indebtedness.
Election of Remedies. Except as may be prohibited by applicable law, all of Lender's rights and remedies, whether evidenced by this
Agreement, the Related Documents, or by any other writing, shall be cumulative and may be exercised singularly or concurrently. Election
by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to
perform an obligation of Grantor under this Agreement, after Grantor's failure to perform, shall not affect Lender's right to declare a default
and exercise its remedies.
SPECIAL PROVISION TO AGREEMENT. On June 26,2012, Borrower (or Grantor, as applicable) filed a voluntary petition under Chapter 11 of
the United States Bankruptcy Code and in the course of such proceeding Lender (or Beneficiary, as applicable) has agreed to
provide debtor-in-possession financing in the principal amount of $3,239,955.00 (the "Ejnal DIP Loan") to be disbursed in accordance with a
budget (the all as more fully set forth in that certain Debtor-In-Possession Loan Agreement of even date herewith (the ..
Aareement"). This Agreement (or Note or Deed of Trust, as applicable) or any other document in which this provision appears and any
amendment, modification, supplement, extension, renewal, restatement or replacement thereof, is one of the several loan documents that
evidence, secure or is otherwise made or given in connection with the Final DIP Loan (all collectively the "Related pocuments"). All of the
Related Documents shall be modified, interpreted and enforced in accordance with the following:
1. Borrower's compliance with, performance, or satisfaction of the representations, warranties and covenants of the DIP Loan Agreement and
any orders issued in the Proceeding in connection with the Final DIP Loan shall constitute compliance with, performance, or
satisfaction of the representations, warranties and covenants of the Related Documents regardless of whether or not the representations,
warranties and covenants of the Related Documents are different, more broad or conflict with the representations, warranties and covenants of
the DIP Loan Agreement and Orders.
2. Except as provided in Paragraph 5 below, the Events of Default in the Related Documents that are inconsistent with or in addition to the
Events of Default in the DIP Loan Agreement shall have no force and effect as to Borrower. Stated otherwise and except as provided in
Paragraph 5 below, the only Events of Default that may apply to or be enforced against Borrower are those in the DIP Loan Agreement.
3. All references in the Related Documents to any guarantor of the Final DIP Loan are deleted. For sake of clarity there is no guarantor of the
Final DIP Loan.
4. All cross-collateral provisions in the Related Documents shall be ineffective and all the Related Documents shall be interpreted and enforced
as though such cross-collateral provisions were never a part thereof.
5. Notwithstanding any other provision of this Special Provision and subject always to the Orders, it is the intent and agreement of Borrower (or
Grantor as applicable) and Lender (or Beneficiary, as appllcable) that all terms and provisions of the Related Documents necessary to the: (a)
placement, attachment, perfection of any liens or security interests given to secure the Final DIP Loan, (b) maintenance of such placement,
attachment or perfection or (c) preservation, protection or maintenance of the collateral that is the subject of said liens and security interests (d)
enforcement of any rights or remedies including receivership, foreclosure or public or private sale under applicable state law and (e) Borrower's
obligation to timely winterize the Golf Courses (as defined in the DIP Loan Agreement) utilizing generally acceptable practices for high altitude
courses shall in each instance remain in full force and effect and shall not, in any way, be impaired, diminished or waived by the terms of any
other paragraph of this Special Provision and in the case of (c) and (e) of this Paragraph 5 also subject to the Budget and available funds.
6. In the event of any conflict or inconsistency between this Special Provision and the remainder of this Agreement (or Note or Deed of Trust,
as applicable) to which this Special Provision is attached, this Special Provision shall govern and controL
7. In the event of any conflict or inconsistency between the DIP Loan Agreement and any Related Documents, the DIP Loan Agreement shall
govern and control.
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement:
Amendments. This Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the parties
as to the matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing
and signed by the party or parties sought to be charged or bound by the alteration or amendment.
Attorneys' Fees; Expenses. Grantor agrees to pay upon demand all of Lender's reasonable costs and expenses, including Lender's
attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Agreement. Lender may hire or pay
someone else to help enforce this Agreement, and Grantor shall pay the reasonable costs and expenses of such enforcement. Costs and
expenses include Lender's attorneys' fees and legal expenses whether or not there is a lawsuit, including attomeys' fees and legal
expenses for bankruptcy proceedings (mcluding efforts to modify or vacate any automatic stay or injunction), appeals, and any anf1dpated
post-judgment collection services. Grantor also shall pay all court costs and such additional fees as may be directed by the court.
Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the
provisions of this Agreement
Governing law. This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the
laws of the State of Colorado without regard to its conflicts of law provisions. This Agreement has been accepted by Lender in the State
of Colorado.
Choice of Venue. If there is a lawsuit, Grantor agrees upon Lender's request to submit to the jurisdiction of the courts of Eagle County,
State of Colorado.
No Waiver by lender. Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing
and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any
other right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender's right otherwise to
demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender, nor any course of
dealing between Lender and Grantor, shall constitute a waiver of any of Lender's rights or of any of Grantor's obligations as to any future
transactions. Whenever the consent of Lender is required under this Agreement, the granting of such consent by Lender in any instance
shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be
granted or withheld in the sole discretion of Lender.
Notices. Any notice required to be given under this Agreement shall be given in writing, and shall be effective when actually delivered,
when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier,
or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses
shown near the beginning of this Agreement. Any party may change its address for notices under this Agreement by giving formal written
notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Grantor agrees
to keep Lender infonned at all times of Grantor's current address. Unless otherwise provided or required by law, if there is more than one
Grantor, any notice given by Lender to any Grantor is deemed to be notice given to all Grantors.
Severability. If a court of competent jurisdiction finds any provision of th'1s Agreement to be illegal, invalid, or unenforceable as to any
loan No: 4450470301
(Continued) Page 4
circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible,
the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so
modlfied, it shall be considered deleted from this Agreement. Unless otherwise required by law, the illegality, invalidity, or unenforceability
of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement.
Successors and Assigns. Subject to any !Imitations stated in this Agreement on transfer of Grantor's interest, this Agreement shall be
binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Collateral becomes vested in a
person other than Grantor, Lender, without notice to Grantor, may deal with Grantor's successors with reference to this Agreement and the
Indebtedness by way of forbearance or extension without releasing Grantor from the obligations of this Agreement or liability under the
Indebtedness.
Time is of the Essence. Time is of the essence in the performance of this Agreement.
Waive Jury. All parties to this Agreement hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by any
party against any other party.
DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Agreement. Unless specifically
stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms
used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise
defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code:
Agreement. The word "Agreement" means this Commercial Pledge Agreement, as this Commercial Pledge Agreement may be amended or
modified from time to time, together with all exhibits and schedules attached to this Commercial Pledge Agreement from time to time.
Borrower. The word "Borrower" means CORDILLERA GOLF CLUB, LLC, A DELAWARE LIMITED LIABILITY COMPANY and includes all
co-signers and co-makers signing the Note and all their successors and assigns.
Collateral. The word "Collateral" means all of Grantor's right, title and interest in and to all the Collateral as described in the Collateral
Description section of this Agreement.
Default. The word "Default" means the Default set forth in this Agreement in the section titled "Default".
Event of Default. The words "Event of Default" mean any of the events of default set forth in this Agreement in the default section of this
Agreement.
Grantor. The word "Grantor'' means CORDILLERA GOLF CLUB, LLC, A DELAWARE LIMITED LIABILITY COMPANY.
Guaranty. The word "Guaranty" means the guaranty from guarantor, endorser, surety, or accommodation party to Lender, including
without limitation a guaranty of all or part of the Note.
Income and Proceeds. The words "Income and Proceeds" mean all present and future income, proceeds, earnings, increases, and
substitutions from or for the Collateral of every kind and nature, including without limitation all payments, interest, profits, distributions,
benefits, rights, options, warrants, dividends, stock dividends, stock splits, stock rights, regulatory dividends, subscriptions, monies, claims
for money due and to become due, proceeds of any insurance on the Collateral, shares of stock of different par value or no par value issued
in substitution or exchange for shares included in the Collateral, and all other property Grantor is entitled to receive on account of such
Collateral, including accounts, documents, instruments, chattel paper, investment property, and general intangibles.
Indebtedness. The word "Indebtedness" means the indebtedness evidenced by the Note or Related Documents, including all principal and
interest together with all other indebtedness and costs and expenses for which Grantor is responsible under this Agreement or under any of
the Related Documents. Specifically, without limitation, Indebtedness includes all amounts that may be indirectly secured by the
Cross-Collateralization provision of this Agreement.
Lender. The word "Lender" means Alpine Bank, A Colorado Banking Corporation, its successors and assigns.
Note. The word means the Note executed by CORDILLERA GOLF CLUB, LLC, A DELAWARE LIMITED LIABILITY COMPANY in the
principal amount of $3,239,955.00 dated September 28, 2012, together with all renewals of, extensions of, modifications of, refinancings
of, consolidations of, and substitutions for the note or credit agreement
Obligor. The word "Obligor'' means without limitation any and all persons obligated to pay money or to perform some other act under the
Collateral.
Property. The word "Property" means all of Grantor's right, title and interest in and to all the Property as described in the "Collateral
Description" section of this Agreement.
Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental
agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments,
agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness.
GRANTOR HAS READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS COMMERCIAL PLEDGE AGREEMENT AND AGREES TO ITS TERMS.
THIS AGREEMENT IS DATED SEPTEMBER 28, 2012.
GRANTOR:

AUTHORJZED SIGNER FOR CGH MANAGER, LLC
LASO>l PRO'-'"''"' V"' 0.0.00.005 Cope. Horlood loo, t97. ""'' N> Rio""' CO TR-<<750 PR7B
869975-3

Special Provision to Agreement. On June 26, 2012, Borrower (or Grantor, as applicable) filed a
voluntary petition under Chapter 11 of the United States Bankruptcy Code (the Proceeding),
and in the course of such proceeding Lender (or Beneficiary, as applicable) has agreed to provide
debtor-in-possession financing in the principal amount of $3,239,955.00 (the Final DIP Loan)
to be disbursed in accordance with a budget (the Budget) all as more fully set forth in that
certain Debtor-In-Possession Loan Agreement of even date herewith (the DIP Loan
Agreement). This Agreement (or Note or Deed of Trust, as applicable) or any other document
in which this provision appears and any amendment, modification, supplement, extension,
renewal, restatement or replacement thereof, is one of the several loan documents that evidence,
secure or is otherwise made or given in connection with the Final DIP Loan (all collectively the
Related Documents). All of the Related Documents shall be modified, interpreted and
enforced in accordance with the following:
1. Borrowers compliance with, performance, or satisfaction of the representations,
warranties and covenants of the DIP Loan Agreement and any orders issued in the
Proceeding in connection with the Final DIP Loan (Orders) shall constitute
compliance with, performance, or satisfaction of the representations, warranties and
covenants of the Related Documents regardless of whether or not the representations,
warranties and covenants of the Related Documents are different, more broad or conflict
with the representations, warranties and covenants of the DIP Loan Agreement and
Orders.

2. Except as provided in Paragraph 5 below, the Events of Default in the Related
Documents that are inconsistent with or in addition to the Events of Default in the DIP
Loan Agreement shall have no force and effect as to Borrower. Stated otherwise and
except as provided in Paragraph 5 below, the only Events of Default that may apply to or
be enforced against Borrower are those in the DIP Loan Agreement.

3. All references in the Related Documents to any guarantor of the Final DIP Loan are
deleted. For sake of clarity there is no guarantor of the Final DIP Loan.

4. All cross-collateral provisions in the Related Documents shall be ineffective and all the
Related Documents shall be interpreted and enforced as though such cross-collateral
provisions were never a part thereof.

869975-3
5. Notwithstanding any other provision of this Special Provision and subject always to the
Orders, it is the intent and agreement of Borrower (or Grantor as applicable) and Lender
(or Beneficiary, as applicable) that all terms and provisions of the Related Documents
necessary to the: (a) placement, attachment, perfection of any liens or security interests
given to secure the Final DIP Loan, (b) maintenance of such placement, attachment or
perfection or (c) preservation, protection or maintenance of the collateral that is the
subject of said liens and security interests (d) enforcement of any rights or remedies
including receivership, foreclosure or public or private sale under applicable state law
and (e) Borrowers obligation to timely winterize the Golf Courses (as defined in the DIP
Loan Agreement) utilizing generally acceptable practices for high altitude courses shall
in each instance remain in full force and effect and shall not, in any way, be impaired,
diminished or waived by the terms of any other paragraph of this Special Provision and in
the case of (c) and (e) of this Paragraph 5 also subject to the Budget and available funds.

6. In the event of any conflict or inconsistency between this Special Provision and the
remainder of this Agreement (or Note or Deed of Trust, as applicable) to which this
Special Provision is attached, this Special Provision shall govern and control.

7. In the event of any conflict or inconsistency between the DIP Loan Agreement and any
Related Documents, the DIP Loan Agreement shall govern and control.


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