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ATTORNEYS TITLE INSURANCE AGENCY OF ASPEN, LLC 715 WEST MAIN STREET, SUITE 202 ASPEN, COLORADO 8161 1 OWNERSHIP & ENCUMBRANCE REPORT This report is based on a search made of documents affecting the record title to the property described hereinafter, searched by legal description and by the names of the grantor or grantee. Consequently, the information as to record owner is taken from the most recent recorded Vesting Deed, and the information as to existing encumbrances reflects those documents of record which specifically described the subject property by legal description, or which refer to the owner of the property which are filed by name only and do not include the legal description of the property. No information is furnished relative to easements, covenants, conditions and restrictions. This report does include the results of a search under the names of the property owner(s) in the general index. Liability of Attorneys Title Insurance Agency of Aspen, LLC under this Ownership and Encumbrance Report is limited to the fee received. Effective Date: March 8, 2021 Property Address: 64 Pitkin Way; Aspen, CO 81611 Schedule No: R010632 Parcel No: 273501407002 Taxes: Taxes for 2020 are due in the amount of: $70,687.16. Taxes for 2021 are not yet due or payable. Legal Description: Lot 2, THE PITKIN RESERVE, according to the Second Amended Plat recorded June 25, 1984 in Plat Book 16 at Page 15, et. Seq., together with an access easement over and across so much of Lot 7, as shown therefor on the Second Amended Plat and noted thereon as being the "12 Ft. wide Service Road Easement" and the "Utility and Access Easements," and together with all other rights of ownership appurtenant to said Lot 2. Record Owner: CK Pitco Associates LLC, a Delaware limited liability company as described in the Trustee's Deed dated September 15, 2014 and recorded September 15, 2014 as Reception No. 613549 in Pitkin County, Colorado. The following liens were found affecting the subject property: This property is currently free and clear. AttoMeys/ITitle Insupo fe Agency of Aspen, LLC By: Winter Van Alsdiie, Authorized Agent TELEPHONE (970) 925-7328 A A A FACSIMILE (970) 925-7348 4 ALTA Commitment for Title Insurance PA Firs t Am err arr Vde ISSUED BY First American Title Insurance Company Commitment COMMITMENT FOR TITLE INSURANCE Issued By FIRST AMERICAN TITLE INSURANCE COMPANY NOTICE IMPORTANT —READ CAREFULLY: THIS COMMITMENT IS AN OFFER TO ISSUE ONE OR MORE TITLE INSURANCE POLICIES. ALL CLAIMS OR REMEDIES SOUGHT AGAINST THE COMPANY INVOLVING THE CONTENT OF THIS COMMITMENT OR THE POLICY MUST BE BASED SOLELY IN CONTRACT. THIS COMMITMENT IS NOT AN ABSTRACT OF TITLE, REPORT OF THE CONDITION OF TITLE, LEGAL OPINION, OPINION OF TITLE, OR OTHER REPRESENTATION OF THE STATUS OF TITLE. THE PROCEDURES USED BY THE COMPANY TO DETERMINE INSURABILITY OF THE TITLE, INCLUDING ANY SEARCH AND EXAMINATION, ARE PROPRIETARY TO THE COMPANY, WERE PERFORMED SOLELY FOR THE BENEFIT OF THE COMPANY, AND CREATE NO EXTRACONTRACTUAL LIABILITY TO ANY PERSON, INCLUDING A PROPOSED INSURED. THE COMPANY'S OBLIGATION UNDER THIS COMMITMENT IS TO ISSUE A POLICY TO A PROPOSED INSURED IDENTIFIED IN SCHEDULE A IN ACCORDANCE WITH THE TERMS AND PROVISIONS OF THIS COMMITMENT. THE COMPANY HAS NO LIABILITY OR OBLIGATION INVOLVING THE CONTENT OF THIS COMMITMENT TO ANY OTHER PERSON. COMMITMENT TO ISSUE POLICY Subject to the Notice; Schedule B, Part I —Requirements; Schedule B, Part II —Exceptions; and the Commitment Conditions, First American Title Insurance Company, a Colorado Corporation (the "Company"), commits to issue the Policy according to the terms and provisions of this Commitment. This Commitment is effective as of the Commitment Date shown in Schedule A for each Policy described in Schedule A, only when the Company has entered in Schedule A both the specified dollar amount as the Proposed Policy Amount and the name of the Proposed Insured. If all of the Schedule B, Part I —Requirements have not been met within six months after the Commitment Date, this Commitment terminates and the Company's liability and obligation end. First American Title Insurance Company e:�4_ _6,Z7�4 DennisJ. Gilmore President mt4j 6P Jeffrey S. Robinson Secretary If this jacket was created electronically, it constitutes an original document. This page is only a part of a 2016 ALTA® Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I —Requirements; Schedule 8, Part II —Exceptions; and a counter -signature by the Company or its issuing agent that may be in electronic form. Copyright 2006-2016 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. AMERICAN TITLE ASSOCIATION Ak- Form 5030000 (1-31-17) Page 1 of 18 ALTA Commitment for Title Insurance (8-1-16) COMMITMENT CONDITIONS DEFINITIONS (a) "Knowledge" or "Known": Actual or imputed knowledge, but not constructive notice imparted by the Public Records. (b) "Land": The land described in Schedule A and affixed improvements that by law constitute real property. The term "Land" does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate, or easement in abutting streets, roads, avenues, alleys, lanes, ways, or waterways, but this does not modify or limit the extent that a right of access to and from the Land is to be insured by the Policy. (c) "Mortgage": A mortgage, deed of trust, or other security instrument, including one evidenced by electronic means authorized by law. (d) "Policy": Each contract of title insurance, in a form adopted by the American Land Title Association, issued or to be issued by the Company pursuant to this Commitment. (e) "Proposed Insured": Each person identified in Schedule A as the Proposed Insured of each Policy to be issued pursuant to this Commitment. (f) "Proposed Policy Amount": Each dollar amount specified in Schedule A as the Proposed Policy Amount of each Policy to be issued pursuant to this Commitment. (g) "Public Records": Records established under state statutes at the Commitment Date for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without Knowledge. (h) "Title": The estate or interest described in Schedule A. 2. If all of the Schedule B, Part I —Requirements have not been met within the time period specified in the Commitment to Issue Policy, this Commitment terminates and the Company's liability and obligation end. The Company's liability and obligation is limited by and this Commitment is not valid without: (a) the Notice; (b) the Commitment to Issue Policy; (c) the Commitment Conditions; (d) Schedule A; (e) Schedule B, Part I —Requirements; (f) Schedule B, Part II —Exceptions; and (g) a counter -signature by the Company or its issuing agent that may be in electronic form. 4. COMPANY'S RIGHT TO AMEND The Company may amend this Commitment at any time. If the Company amends this Commitment to add a defect, lien, encumbrance, adverse claim, or other matter recorded in the Public Records prior to the Commitment Date, any liability of the Company is limited by Commitment Condition 5. The Company shall not be liable for any other amendment to this Commitment. 5. LIMITATIONS OF LIABILITY (a) The Company's liability under Commitment Condition 4 is limited to the Proposed Insured's actual expense incurred in the interval between the Company's delivery to the Proposed Insured of the Commitment and the delivery of the amended Commitment, resulting from the Proposed Insured's good faith reliance to: (i) comply with the Schedule B, Part I —Requirements; (ii) eliminate, with the Company's written consent, any Schedule B, Part II —Exceptions; or (iii) acquire the Title or create the Mortgage covered by this Commitment. (b) The Company shall not be liable under Commitment Condition 5(a) if the Proposed Insured requested the amendment or had Knowledge of the matter and did not notify the Company about it in writing. (c) The Company will only have liability under Commitment Condition 4 if the Proposed Insured would not have incurred the expense had the Commitment included the added matter when the Commitment was first delivered to the Proposed Insured. This page is only a part of a 2016 ALTA® Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I —Requirements; Schedule 8, Part II —Exceptions; and a counter -signature by the Company or its issuing agent that may be in electronic form. Copyright 2006-2016 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. AMERICAN TITLE ASSOCIATION Ak- Form 5030000 (1-31-17) Page 2 of 18 ALTA Commitment for Title Insurance (8-1-16) (d) The Company's liability shall not exceed the lesser of the Proposed Insured's actual expense incurred in good faith and described in Commitment Conditions 5(a)(i) through 5(a)(iii) or the Proposed Policy Amount. (e) The Company shall not be liable for the content of the Transaction Identification Data, if any. (f) In no event shall the Company be obligated to issue the Policy referred to in this Commitment unless all of the Schedule B, Part I —Requirements have been met to the satisfaction of the Company. (g) In any event, the Company's liability is limited by the terms and provisions of the Policy. LIABILITY OF THE COMPANY MUST BE BASED ON THIS COMMITMENT (a) Only a Proposed Insured identified in Schedule A, and no other person, may make a claim under this Commitment. (b) Any claim must be based in contract and must be restricted solely to the terms and provisions of this Commitment. (c) Until the Policy is issued, this Commitment, as last revised, is the exclusive and entire agreement between the parties with respect to the subject matter of this Commitment and supersedes all prior commitment negotiations, representations, and proposals of any kind, whether written or oral, express or implied, relating to the subject matter of this Commitment. (d) The deletion or modification of any Schedule B, Part II —Exception does not constitute an agreement or obligation to provide coverage beyond the terms and provisions of this Commitment or the Policy. (e) Any amendment or endorsement to this Commitment must be in writing and authenticated by a person authorized by the Company. (f) When the Policy is issued, all liability and obligation under this Commitment will end and the Company's only liability will be under the Policy. 7. IF THIS COMMITMENT HAS BEEN ISSUED BY AN ISSUING AGENT The issuing agent is the Company's agent only for the limited purpose of issuing title insurance commitments and policies. The issuing agent is not the Company's agent for the purpose of providing closing or settlement services. 8. PRO -FORMA POLICY The Company may provide, at the request of a Proposed Insured, a pro -forma policy illustrating the coverage that the Company may provide. A pro -forma policy neither reflects the status of Title at the time that the pro -forma policy is delivered to a Proposed Insured, nor is it a commitment to insure. 9. ARBITRATION The Policy contains an arbitration clause. All arbitrable matters when the Proposed Policy Amount is $2,000,000 or less shall be arbitrated at the option of either the Company or the Proposed Insured as the exclusive remedy of the parties. A Proposed Insured may review a copy of the arbitration rules at http://www.alta.org/arbitration. This page is only a part of a 2016 ALTA® Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I —Requirements; Schedule 8, Part II —Exceptions; and a counter -signature by the Company or its issuing agent that may be in electronic form. Copyright 2006-2016 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. AMERICAN TITLE ASSOCIATION Ak- Form 5030000 (1-31-17) Page 3 of 18 ALTA Commitment for Title Insurance (8-1-16) ,i ALTA Commitment for Title Insurance 1deIM Firs t Am ciican 7-1 de IM `- `` ISSUED BY First American Title Insurance Company Schedule A Transaction Identification Data for reference only: Issuing Agent: Winter Van Alstine Issuing Office: Attorneys Title Insurance Agency of Aspen, LLC Issuing Office's ALTA® Registry ID: 1019587 Loan ID No.: Commitment No.: 21004749 Issuing Office File No.: 21004749 Property Address: 64 Pitkin Way, Aspen, CO 81611 SCHEDULE A 1. Commitment Date: March 31, 2021 at 07:45 AM 2. Policy or Policies to be issued: Amount Premium A. ALTA Owners Policy (06/17/06) $0.00 $0.00 Proposed Insured: TBD Certificate of Taxes Due $0.00 Endorsements: Additional Charges: $0 Total $0.00 3. The estate or interest in the land described or referred to in this Commitment is Fee simple. 4. The Title is, at the Commitment Date, vested in: CK Pitco Associates LLC, a Delaware Limited Liability Company 5. The land referred to in the Commitment is described as follows: SEE EXHIBIT A ATTACHED HERETO For informational purposes only, the property address is: 64 Pitkin Way, Aspen, CO 81611. This page is only a part of a 2016 ALTA® Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule 8, Part I —Requirements; Schedule 8, Part II —Exceptions; and a counter -signature by the Company or its issuing agent that may be in electronic form. Copyright 2006-2016 American Land Title Association. All rights reserved. AME- The use of this Form (or any derivative thereof) is restricted to ALTA licensees and LAND TITLE ALTA members in good standing as of the date of use. All other uses are prohibited. AS "N Reprinted under license from the American Land Title Association. :m Form 5033708-A (4-9-18) Page 4 of 18 ALTA Commitment for Title Insurance (8-1-16) Colorado - Schedule A SCHEDULE A (Continued) Attorneys Title Insurance Agency of Aspen, LLC BY; vd4UtiU?�- Winter Van Alstine Authorized Officer or Agent FOR INFORMATION PURPOSED OR SERVICES IN CONNECTION WITH THIS COMMITMENT, CONTACT: Attorneys Title Insurance Agency of Aspen, LLC, 715 West Main Street, Suite 202, Aspen, CO 81611, Phone: 970 925-7328, Fax: 970 925-7348. This page is only a part of a 2016 ALTA® Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule 8, Part I —Requirements; Schedule 8, Part II —Exceptions; and a counter -signature by the Company or its issuing agent that may be in electronic form. Copyright 2006-2016 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. AMERICAN LAND TITLE ASSOCIATION Form 5033708-A (4-9-18) Page 5 of 18 ALTA Commitment for Title Insurance (8-1-16) Colorado - Schedule A ,i ALTA Commitment for Title Insurance Firs tAmcii an VdeIk `- 6 ISSUED BY First American Title Insurance Company Schedule BI & BII Commitment No: 21004749 SCHEDULE B, PART I Requirements All of the following Requirements must be met: The Proposed Insured must notify the Company in writing of the name of any party not referred to in this Commitment who will obtain an interest in the Land or who will make a loan on the Land. The Company may then make additional Requirements or Exceptions. Pay the agreed amount for the estate or interest to be insured. Pay the premiums, fees, and charges for the Policy to the Company. 4. Documents satisfactory to the Company that convey the Title or create the Mortgage to be insured, or both, must be properly authorized, executed, delivered, and recorded in the Public Records. 5. Payment of all taxes and assessments now due and payable as shown on a certificate of taxes due from the County Treasurer or the County Treasurer's Authorized Agent. 6. Evidence that all assessments for common expenses, if any, have been paid. 7. Final Affidavit and Agreement executed by Owners and/or Purchasers must be provided to the Company Warranty Deed must be sufficient to convey the fee simple estate or interest in the land described or referred to herein, from CK Pitco Associates LLC, a Delaware limited liability company to TBD, the proposed insured, Schedule A, item 2A. NOTE: C.R.S. Section 38-35-109(2) required that a notation of the purchaser's legal address, (not necessarily the same as the property address) be included on the face of the Deed to be recorded. A copy of the properly signed and executed Operating Agreement if written, for CK Pitco Associates LLC, a Delaware limited liability company, to be submitted to the Company for review. 10. Record a Statement of Authority to provide prima facie evidence of existence of CK PitkoAssociates LLC, a Delaware limited liability company, an entity capable of holding property, and the name of the person authorized to execute instruments affecting title to real property as authorized by C.R.S. Section 38-30-172. 11. Certificate of Good Standing from the Colorado Secretary of State for CK Pitko Associates LLC, a Delaware limited liability company. 12. Certificate of Good Standing from the Delaware Secretary of State for CK Pitkco Associates LLC, a Delaware limited liability company. This page is only a part of a 2016 ALTA® Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule 8, Part I —Requirements; Schedule 8, Part II —Exceptions; and a counter -signature by the Company or its issuing agent that may be in electronic form. Copyright 2006-2016 American Land Title Association. All rights reserved. � AMERICAN The use of this Form (or any derivative thereof) is restricted to ALTA licensees and I-TITIF ALTA members in good standing as of the date of use. All other uses are prohibited. A"` `IAI ("- Reprinted under license from the American Land Title Association. Form 5030008-BI&BII (5-18-17) Page 6 of 18 ALTA Commitment for Title Insurance (8-1-16) Colorado - Schedule BI & BII ALTA Commitment for Title Insurance FintA flcfiran 11delm ISSUED BY First American Title Insurance Company Schedule BI & BII (Cont.) 13. Evidence to the Company that all assessments and liens due under the Declaration referred to in Schedule B have been paid. 14. Improvement Survey Plat sufficient in form, content and certification acceptable to the Company. Exception will be taken to adverse matters disclosed thereby. 15. This Title Commitment is subject to underwriter approval. Form 50-CO-Disclosure (4-1-16) Page 7 of 18 Disclosure Statement (5-1-15) Colorado ,i ALTA Commitment for Title Insurance Firs tAmcii an VdeIM ISSUED BY First American Title Insurance Company Schedule BI & BII (Cont.) Commitment No.: 21004749 SCHEDULE B, PART II Exceptions THIS COMMITMENT DOES NOT REPUBLISH ANY COVENANT, CONDITION, RESTRICTION, OR LIMITATION CONTAINED IN ANY DOCUMENT REFERRED TO IN THIS COMMITMENT TO THE EXTENT THAT THE SPECIFIC COVENANT, CONDITION, RESTRICTION, OR LIMITATION VIOLATES STATE OR FEDERAL LAW BASED ON RACE, COLOR, RELIGION, SEX, SEXUAL ORIENTATION, GENDER IDENTITY, HANDICAP, FAMILIAL STATUS, OR NATIONAL ORIGIN. The Policy will not insure against loss or damage resulting from the terms and provisions of any lease or easement identified in Schedule A, and will include the following Exceptions unless cleared to the satisfaction of the Company: 1. Any facts, rights, interests or claims which are not shown by the Public Records, but which could be ascertained by an inspection of the Land or by making inquiry of persons in possession thereof. 2. Easements, or claims of easements, not shown by the Public Records. 3. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, and any facts which a correct land survey and inspection of the Land would disclose, and which are not shown by the Public Records. 4. Any lien, or right to a lien, for services, labor or material theretofore or hereafter furnished, imposed by law and not shown in the Public Records. Any defect, lien, encumbrance, adverse claim, or other matter that appears for the first time in the Public Records or is created, attaches, or is disclosed between the Commitment Date and the date on which all of the Schedule B, Part I —Requirements are met. Note: Exception number 5. will be removed from the policy provided the Company conducts the closing and settlement service for the transaction identified in the commitment Any and all unpaid taxes, assessments and unredeemed tax sales. Unpatented mining claims; reservations or exceptions in patents or in Acts authorizing the issuance thereof. Any water rights, claims of title to water, in, on or under the Land. Taxes and assessments for the year 2020 and taxes for 2021, and subsequent years, a lien not yet due or payable. This page is only a part of a 2016 ALTA® Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule 8, Part I —Requirements; Schedule 8, Part II —Exceptions; and a counter -signature by the Company or its issuing agent that may be in electronic form. Copyright 2006-2016 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Form 5030008-BI&BII (5-18-17) Page 8 of 18 AMERICAN A-11 A 1- ALTA Commitment for Title Insurance (8-1-16) Colorado - Schedule BI & BII ALTA Commitment for Title Insurance FintA flcfiran 11delm ISSUED BY First American Title Insurance Company Schedule BI & BII (Cont.) 10. Right of the proprietor of a vein or lode to extract and remove his ore therefrom, should the same be found to penetrate or intersect the premises hereby granted, as described in the United States Patent dated February 19, 1890, and recorded March 28, 1890, in Book 55 at Page 477, as Reception No. 035534. 11. Right of the proprietor of a vein or lode to extract and remove his ore therefrom, should the same be found to penetrate or intersect the premises hereby granted, as described in the United States Patent dated July 27, 1889, and recorded August 17, 1889, in Book 55 at Page 5, as Reception No. 031787. 12. Right of the proprietor of a vein or lode to extract and remove his ore therefrom, should the same be found to penetrate or intersect the premises hereby granted, and right of way for ditches or canals constructed by the authority of the United States, as described in the United States Patent dated December 26, 1891, and recorded May 3, 1892, in Book 55 at Page 24, as Reception No. 047036. 13. Reservations contained in the Patent granted from the United States of America dated December 30, 1904, and recorded June 28, 1905, in Book 136 at Page 333, as Reception No. 069981, which among other things recites as follows: Subject to any vested and accrued water rights for mining, agricultural, manufacturing or other purposes and rights to ditches and reservoirs used in connection with such water rights, as may be recognized and acknowledged by the local customs, laws and decisions of the courts; and also subject to the right of the proprietor of a vein or lode to extract and remove his ore therefrom should the same be found to penetrate or intersect the premises hereby granted, as provided by law; and the reservation from the lands hereby granted of a right of way thereon for ditches or canals constructed by the authority of the United States. 14. Right of way for ditches or canals constructed by the authority of the United States, as described in the United States Patent dated October 26, 1903, and recorded April 27, 1923, in Book 136 at Page 409, as Reception No. 082196. 15. Terms, conditions, provisions, agreements and obligations specified under the Warranty Deed dated June 15, 1957, and recorded August 28, 1957, in Book 182 at Page 205, as Reception No. 105491. 16. Easements as set forth in the Quit Claim Deed, dated August 28, 1957, and recorded August 28, 1957, in Book 182 at Page 217, as Reception No. 105497. (As to Lot 7, The Pitkin Reserve). 17. Any and all notes, easements and recitals as disclosed on the recorded Plat recorded November 5, 1958, in Plat Book 2A at Page 249, as Reception No. 107171. (As to Lot 7, The Pitkin Reserve) 18. Any and all notes, easements and recitals as disclosed on the recorded Pitkin Green Subdivision Plat, recorded June 3, 1958, in Plat Book 2A at Page 244, as Reception No. 106387. (As to Lot 7, The Pitkin Reserve) 19. Right of way for ditches or canals constructed by the authority of the United States, as described in the United States Patent dated March 15, 1960, and recorded March 23, 1960, in Book 190 at Page 189, as Reception No. 103429. Form 50-CO-Disclosure (4-1-16) Page 9 of 18 Disclosure Statement (5-1-15) Colorado ALTA Commitment for Title Insurance FintA fllBfiran 11delm ISSUED BY First American Title Insurance Company Schedule BI & BII (Cont.) 20. Any and all water rights, ditch and ditch rights appurtenant to or used in conjunction with said property including but not limited to the Duroux Ditch, Salvation Ditch, wells and pipeliness located on or used with the aforesaid property including any right to the Pitkin Green Association reserved in the Trust created in the Declaration of Trust for the Benefit of the Property Owners in the Pitkin Green Subdivision, Pitkin County, State of Colorado, as recorded August 28, 1957, in Book 182 at Page 220, as Reception No. 105498, and any amendments thereto as conveyed by Pitkin Ltd., to the City of Aspen, by Quit Claim Deed, recorded January 14, 1982, in Book 419 at Page 837, as Reception No. 238371, and in the Declaration to Continue the Existence of the Declaration of Trust for the Benefit of the Property Owners in the Pitkin Green Subdivision, Pitkin County, State of Colorado, dated September 4, 1981, and recorded August 23, 1983, in Book 450 at Page 790, as Reception No. 252609, and Relocation of Way of Access, dated February 28, 1987, and recorded February 25, 1988, in Book 557 at Page 837, as Reception No. 297829, and re -recorded June 30, 1988, in Book 567 at Page 791, as Reception No. 301670. (Quit Claim Deed afftects Lot 7, Block 1, Pitkin Green) 21. Terms, conditions, provisions, agreements and obligations specified under the Grant of Easement, dated April 20, 1972, and recorded April 24, 1972, in Book 262 at Page 916, as Reception No. 151172. 22. Terms, conditions, provisions, agreements and obligations specified under the Resolution of the Board of County Commissioners of the County of Pitkin (Resolution No. 80-112) recorded December 3, 1980, in Book 400 at Page 859, as Reception No. 229216, and Resolution of the Board of County Commissioners of the County of Pitkin (Resolution No. 81-98) recorded November 3, 1981, in Book 416 at Page 827, as Reception No. 236851. 23. Terms, conditions, provisions, agreements and obligations specified under the Amendment to Agreement, dated June 1, 1981, and recorded June 9, 1981, in Book 409 at Page 559, as Reception No. 233359. 24. Terms, conditions, provisions, agreements and obligations specified under the P.U.D. and Subdivision Agreement for Pitkin Reserve, dated February 22, 1982, and recorded March 11, 1982, in Book 423 at Page 417, as Reception No. 239879, and Amendment to PUD and Subdivision Agreement for the Pitkin Reserve, dated January 10, 1983, and recorded June 15, 1983, in Book 447 at Page 59, as Reception No. 250928, and Second Amendment to PUD and Subdivision Agreement for the Pitkin Reserve, recorded June 29, 1984, in Book 468 at Page 853, as Reception No. 260662. 25. Any and all notes, easements and recitals as disclosed on the recorded Pitkin Reserve Plat recorded March 11, 1982, in Plat Book 12 at Page 91, as Reception No. 239880, and Amended Plat, recorded May 28, 1983, in Plat Book 14 at Page 92, as Reception No. 250441, and Ratification of Amended Plat of the Pitkin Reserve Subdivision and Consent to Filing For Record, recorded March 1, 1984, in Book 462 at Page 231, as Reception No. 257711, and Second Amended Plat recorded June 25, 1984, in Plat Book 16 at Page 15, as Reception No. 260514, and Confirmation of Dedicated Trail Easement, dated May 31, 1985, and recorded June 5, 1985, in Book 487 at Page 204, as Reception No. 268659. 26. Any and all notes, easements and recitals as disclosed on the recorded Plat Pitkin Reserve Annexation Plat, recorded April 2, 1982, in Plat Book 13 at Page 19, as Reception No. 240363, and An Ordinance Annexing a Tract of Land Known as the Pitkin Reserve Property Located in Pitkin County, Colorado, Which Annexation is an Accomplishment of the Colorado Municipal Annexation Act (Ordinance No. 67, Series of 1981) recorded April 2, 1982, in Book 424 at Page 537, as Reception No. 240364. Form 50-CO-Disclosure (4-1-16) Page 10 of 18 Disclosure Statement (5-1-15) Colorado ALTA Commitment for Title Insurance FintA flcfiran 11delm ISSUED BY First American Title Insurance Company Schedule BI & BII (Cont.) 27. Terms, conditions, provisions, agreements and obligations specified under the Precise Plan and Subdivision Agreement for Smuggler Mobile Home Park, dated February 22, 1982, and recorded April 8, 1982, in Book 424 at Page 780, as Reception No. 240495, and Assignment of Free Market Development Right, dated February 6, 1989, and recorded February 22, 1989, in Book 586 at Page 384, as Reception No. 309010, and Assignment of Free Market Development Right, dated March 2, 1993, and recorded June 29, 1993, in Book 716 at Page 332, as Reception No. 358326, and Assignment of Free Market Development Right, dated March 2, 1993, and recorded June 29, 1993, in Book 716 at Page 333, as Reception No. 358327. 28. Terms, conditions, provisions, agreements and obligations specified under the Memorandum of Construction Contract, dated May 15, 1983, and recorded June 16, 1983, in Book 447 at Page 125, as Reception No. 250940. (Affects Lot 7, Block 1, Pitkin Reserve). 29. Terms, conditions, provisions, agreements and obligations specified under the Right of User, dated May 31, 1985, and recorded June 5, 1985, in Book 487 at Page 181, as Reception No. 268657. 30. Terms, conditions, provisions, agreements and obligations specified under the Declaration of Covenants, Conditions, and Restrictions for the Pitkin Reserve, dated June 1, 1985, and recorded June 5, 1985, in Book 487 at Page 183, as Reception No. 268658, and First Amendment to Declaration of Covenants, Conditions and Restrictions for the Pitkin Reserve, Pitkin County, Colorado, recorded February 12, 2004, as Reception No. 494494. 31. Terms, conditions, provisions, agreements and obligations specified under the Amendment to Reallocate FAR at the Pitkin Reserve, dated June 30, 1987, and recorded July 20, 1987, in Book 541 at Page 863, as Reception No. 291171. 32. Terms, conditions, provisions, agreements and obligations specified under the Notice of Action of City Council Clarifying Approved Building Square Footage for the Pitkin Reserve, recorded March 17, 1989, in Book 588 at Page 01, as Reception No. 309735. 33. Terms, conditions, provisions, agreements and obligations specified under the Agreement and Grant of Easement executed on June 1, 1989, and recorded November 17, 1989 in Book 607 at Page 806, as Reception No. 317314. 34. Any and all notes, easements and recitals as disclosed on the recorded Improvement Survey Plat, recorded October 14, 2014, in Plat Book 108 at Page 36, as Reception No. 614424. (As to Lot 7, The Pitkin Reserve) 35. Terms, conditions, provisions, agreements and obligations specified under the Notice of Approval dated July 22, 2015, and recorded July 22, 2015 as Reception No. 621725. 36. Any and all notes, easements and recitals as disclosed on the recorded Lot 2, Pitkin Reserve Plat, recorded August 21, 2015, in Plat Book 112 at Page 18, as Reception No, 622583. 37. Terms, conditions, provisions, agreements and obligations specified under the Notice of Approval dated February 19, 2016, and recorded February 22, 2016 as Reception No. 627221. 38. Any and all notes, easements and recitals as disclosed on the recorded Lot 2, Pitkin Reserve Plat, recorded February 22, 2016, in Plat Book 114 at Page 6, as Reception No. 627222. 39. Any existing leases or tenancies, and any and all parties claiming by, through or under said lessees. Form 50-CO-Disclosure (4-1-16) Page 11 of 18 Disclosure Statement (5-1-15) Colorado ,i ALTA Commitment for Title Insurance Firs t Am cr'ai deIM - ISSUED BY First American Title Insurance Company Exhibit A File No.: 21004749 The Land referred to herein below is situated in the County of Pitkin, State of Colorado, and is described as follows: Lot 2, together with an undivided one -sixth (1/6) interest in Lot 7, THE PITKIN RESERVE, according to the Second Amended Plat thereof filed June 25, 1984, in Book 16 at Page 15, Pitkin County, Colorado. Form 5000000-EX (7-1-14) Page 12 of 18 Exhibit A Pt R CFirstArnefican Title"' DISCLOSURE STATEMENT Pursuant to C.R.S. 30-10-406(3)(a) all documents received for recording or filing in the Clerk and Recorder's office shall contain a top margin of at least one inch and a left, right and bottom margin of at least one-half of an inch. The Clerk and Recorder will refuse to record or file any document that does not conform to the requirements of this section. NOTE: If this transaction includes a sale of the property and the price exceeds $100,000.00, the seller must comply with the disclosure/withholding provisions of C.R.S. 39-22-604.5 (Nonresident withholding). NOTE: Colorado Division of Insurance Regulations 8-1-2 requires that "Every title insurance company shall be responsible to the proposed insured(s) subject to the terms and conditions of the title commitment, other than the effective date of the title commitment, for all matters which appear of record prior to the time of recording whenever the title insurance company, or its agent, conducts the closing and settlement service that is in conjunction with its issuance of an owner's policy of title insurance and is responsible for the recording and filing of legal documents resulting from the transaction which was closed. Pursuant to C.R.S. 10-11-122, the company will not issue its owner's policy or owner's policies of title insurance contemplated by this commitment until it has been provided a Certificate of Taxes due or other equivalent documentation from the County Treasurer or the County Treasurer's authorized agent; or until the Proposed Insured has notified or instructed the company in writing to the contrary. The subject property may be located in a special taxing district. A Certificate of Taxes due listing each taxing jurisdiction shall be obtained from the County Treasurer or the County Treasurer's authorized agent. Information regarding special districts and the boundaries of such districts may be obtained from the Board of County Commissioners, the County Clerk and Recorder, or the County Assessor. NOTE: Pursuant to CRS 10-11-123, notice is hereby given: This notice applies to owner's policy commitments containing a mineral severance instrument exception, or exceptions, in Schedule B, Section 2. A. That there is recorded evidence that a mineral estate has been severed, leased, or otherwise conveyed from the surface estate and that there is a substantial likelihood that a third party holds some or all interest in oil, gas, other minerals, or geothermal energy in the property; and B. That such mineral estate may include the right to enter and use the property without the surface owner's permission. NOTE: Pursuant to Colorado Division of Insurance Regulations 8-1-2, Affirmative mechanic's lien protection for the Owner may be available (typically by deletion of Exception no. 4 of Schedule B, Section 2 of the Commitment from the Owner's Policy to be issued) upon compliance with the following conditions: A. The land described in Schedule A of this commitment must be a single family residence which includes a condominium or townhouse unit. B. No labor or materials have been furnished by mechanics or material -men for purposes of construction on the land described in Schedule A of this Commitment within the past 6 months. C. The Company must receive an appropriate affidavit indemnifying the Company against un-filed mechanic's and material-men's liens. D. The Company must receive payment of the appropriate premium. E. If there has been construction, improvements or major repairs undertaken on the property to be purchased within six months prior to the Date of the Commitment, the requirements to obtain coverage for unrecorded liens will include: disclosure of certain construction information; financial information as to the seller, the builder and or the contractor; payment of the appropriate premium, fully executed Indemnity Agreements satisfactory to the company, and, any additional requirements as may be necessary after an examination of the aforesaid information by the Company. No coverage will be given under any circumstances for labor or material for which the insured has contracted for or agreed to pay. Form 50-CO-Disclosure (4-1-16) Page 13 of 18 Disclosure Statement (5-1-15) Colorado NOTE: Pursuant to C.R.S. 38-35-125(2) no person or entity that provides closing and settlement services for a real estate transaction shall disburse funds as a part of such services until those funds have been received and are available for immediate withdrawal as a matter of right. NOTE: C.R.S. 39-14-102 requires that a real property transfer declaration accompany any conveyance document presented for recordation in the State of Colorado. Said declaration shall be completed and signed by either the grantor or grantee. NOTE: Pursuant to CRS 10-1-128(6)(a), It is unlawful to knowingly provide false, incomplete, or misleading facts or information to an insurance company for the purpose of defrauding or attempting to defraud the company. Penalties may include imprisonment, fines, denial of insurance and civil damages. Any insurance company or agent of an insurance company who knowingly provides false, incomplete, or misleading facts or information to a policyholder or claimant for the purpose of defrauding or attempting to defraud the policyholder or claimant with regard to a settlement or award payable from insurance proceeds shall be reported to the Colorado division of insurance within the department of regulatory agencies. NOTE: Pursuant to Colorado Division of Insurance Regulations 8-1-3, notice is hereby given of the availability of an ALTA Closing Protection Letter which may, upon request, be provided to certain parties to the transaction identified in the commitment. Nothing herein contained will be deemed to obligate the company to provide any of the coverages referred to herein unless the above conditions are fully satisfied. Form 50-CO-Disclosure (4-1-16) Page 14 of 18 Disclosure Statement (5-1-15) Colorado ATTORNEYS TITLE INSURANCE AGENCY OF ASPEN, LLC 715 West Main Street, Suite 202 Aspen, CO 81611 Attorneys Title Insurance Agency of Aspen, LLC Privacy Policy Notice PURPOSE OF THIS NOTICE Title V. of the Gramm -Leach -Bliley Act (GLBA) generally prohibits any financial institution, directly or through it affiliates, from sharing non-public personal information about you with a nonaffiliated third party unless the institution provides you with a notice of its privacy policies and practices, such as the type of information that it collects about you and the categories of persons or entities to whom it may be disclosed. In compliance with the GLBA, we are providing you with this document, which notifies you of the privacy policies and practices of Attorneys Title Insurance Agency of Aspen, LLC. We may collect nonpublic personal information about you from the following sources: • Information we receive from you, such as on application or other forms. • Information about your transactions we secure from out files, or from our affiliates or others. • Information we receive from a consumer reporting agency. • Information that we receive from others involved in your transaction, such as the real estate agent or lender. Unless it is specifically stated otherwise in an amended Privacy Policy Notice, no additional nonpublic personal information will be collected about you. We may disclose any of the above information that we collect about our customers or former customer to our affiliates or to nonaffiliated third parties as permitted by law. We also may disclose this information about our customers or former customers to the following types of nonaffiliated companies that perform marketing services on our behalf or with whom we have joint marketing agreements: • Financial service providers such as companies engaged in banking, consumer finance, securities and insurance. • Non -financial companies such as envelope stuffers and other fulfillment service providers. WE DO NOT DISCLOSE ANY NONPUBLIC PERSONAL INFORMATION ABOUT YOU WITH ANYONE FOR ANY PURPOSE THAT IS NOT SPECIFICALLY PERMITTED BY LAW. We restrict access to nonpublic personal information about you to those employees who need to know that information in order to provide products or services to you. We maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. TELEPHONE 970 925-7328 1 A ■ FACSIMILE 970 925-7348 FirstAmerican Title" Privacy Notice Effective: November 1, 2019 Notice Last Updated: November 1, 2019 This Privacy Notice describes how First American Financial Corporation and its subsidiaries and affiliates (together referred to as "First American," "we," "us," or "our") collect, use, store, and share your information. This Privacy Notice applies to information we receive from you offline only, as well as from third parties. For more information about our privacy practices, please visit hffps://www.firstam.com/privacy-policy/index.html. The practices described in this Privacy Notice are subject to applicable laws in the places in which we operate. What Type Of Information Do We Collect About You? We collect both personal and non -personal information about and from you. Personal information is non-public information that can be used to directly or indirectly identify or contact you. Non -personal information is any other type of information. How Do We Collect Your Information? We collect your personal and non -personal information: (1) directly from you; (2) automatically when you interact with us; and (3) from third parties, including business parties and affiliates. How Do We Use Your Information? We may use your personal information in a variety of ways, including but not limited to providing the services you have requested, fulfilling your transactions, comply with relevant laws and our policies, and handling a claim. We may use your non -personal information for any purpose. How Do We Share Your Personal Information? We do not sell your personal information to nonaffiliated third parties. We will only share your personal information, including to subsidiaries, affiliates, and to unaffiliated third parties: (1) with your consent; (2) in a business transfer; (3) to service providers; and (4) for legal process and protection. If you have any questions about how First American shares your personal information, you may contact us at dataprivacy@firstam.com or toll free at 1-866-718-0097. How Do We Secure Your Personal Information? The security of your personal information is important to us. That is why we take commercially reasonable steps to make sure your personal information is protected. We use our best efforts to maintain commercially reasonable technical, organizational, and physical safeguards, consistent with applicable law, to protect your personal information. How Long Do We Keep Your Personal Information? We keep your personal information for as long as necessary in accordance with the purpose for which it was collected, our business needs, and our legal and regulatory obligations. Your Choices We provide you the ability to exercise certain controls and choices regarding our collection, use, storage, and sharing of your personal information. In accordance with applicable law, your controls and choices. You can learn more about your choices, and exercise these controls and choices, by sending an email to dataprivacy@firstam.com or toll free at 1-866-718-0097. International Jurisdictions: Our Products are hosted and offered in the United States of America (US), and are subject to US federal, state, and local law. If you are accessing the Products from another country, please be advised that you may be transferring your personal information to us in the US, and you consent to that transfer and use of your personal information in accordance with this Privacy Notice. You also agree to abide by the applicable laws of applicable US federal, state, and local laws concerning your use of the Products, and your agreements with us. We may change this Privacy Notice from time to time. Any and all changes to this Privacy Notice will be reflected on this page, and where appropriate provided in person or by another electronic method. YOUR CONTINUED USE, ACCESS, OR INTERACTION WITH OUR PRODUCTS OR YOUR CONTINUED COMMUNICATIONS WITH US AFTER THIS NOTICE HAS BEEN PROVIDED TO YOU WILL REPRESENT THAT YOU HAVE READ AND UNDERSTOOD THIS PRIVACY NOTICE. Contact Us dataprivacya@firstam.com or toll free at 1-866-718-0097. © 2019 First American Financial Corporation and/or its affiliates. All rights reserved. NYSE:FAF Form 10-PRIVACY19 (11-26-19) Page 1 of 3 1 Privacy Notice (2019 First American Financial Corporation) y FirstAmerican Title" For California Residents If you are a California resident, you may have certain rights under California law, including but not limited to the California Consumer Privacy Act of 2018 ("CCPA"). All phrases used in this section shall have the same meaning as those phrases are used under California law, including the CCPA. Right to Know. You have a right to request that we disclose the following information to you: (1) the categories of personal information we have collected about or from you; (2) the categories of sources from which the personal information was collected; (3) the business or commercial purpose for such collection and/or disclosure of your personal information; (4) the categories of third parties with whom we have shared your personal information; and (5) the specific pieces of your personal information we have collected. To submit a verified request for this information, go to our online privacy policy at www.firstam.com/privacy-policy to submit your request or call toll -free at 1-866-718-0097. You may also designate an authorized agent to submit a request on your behalf by going to our online privacy policy at www.firstam.com/privacy-policy to submit your request or by calling toll -free at 1-866-718-0097 and submitting written proof of such authorization to data orivacy@fi rstam .com . Right of Deletion. You also have a right to request that we delete the personal information we have collected from you. This right is subject to certain exceptions available under the CCPA and other applicable law. To submit a verified request for deletion, g❑ to our online privacy policy at www.firstam.com/privacy-policy to submit your request or call toll -free at 1- 866-718-0097. You may also designate an authorized agent to submit a request on your behalf by going to our online privacy policy at www.firstam.com/privacy-policy to submit your request or by calling toll -free at 1-866-718-0097 and submitting written proof of such authorization to dataprivacy(G-),firstam.com. Verification Process. For either a request to know or delete, we will verify your identity before responding to your request. To verify your identity, we will generally match the identifying information provided in your request with the information we have on file about you. Depending on the sensitivity of the personal information requested, we may also utilize more stringent verification methods to verify your identity, including but not limited to requesting additional information from you and/or requiring you to sign a declaration under penalty of perjury. Right to Opt -Out. We do not sell your personal information to third parties, and do not plan to do so in the future. Right of Non -Discrimination. You have a right to exercise your rights under California law, including under the CCPA, without suffering discrimination. Accordingly, First American will not discriminate against you in any away if you choose to exercise your rights under the CCPA. Collection Notice. The following is a list of the categories of personal information we may have collected about California residents in the twelve months preceding the date this Privacy Notice was last updated, including the business or commercial purpose for said collection, the categories of sources from which we may have collected the personal information, and the categories of third parties with whom we may have shared the personal information: Ca egories of The categories of personal information we have collected include, but may not be limited to: real Personal name; signature; alias; SSN; physical characteristics or description, including protected characteristics Information under federal or state law; address; telephone number; passport number; driver's license number; Collected state identification card number; IP address; policy number; file number; employment history; bank account number; credit card number; debit card number; financial account numbers; commercial information; internet or other electronic network activity; geolocation data; audio and visual information; professional or employment information; and inferences drawn from the above categories to create a profile about a consumer. Cate- Categories of sources from which we've collected personal information include, but may not be Sources limited to: the consumer directly; public records; governmental entities; non-affiliated third parties; social media networks; affiliated third parties Business The business purposes for which we've collected personal information include, but may not be Purpose far limited to: completing a transaction for our Products; verifying eligibility for employment; facilitating Collection employment; performing services on behalf of affiliated and non-affiliated third parties; debugging to identify and repair errors that impair existing intended functionality on our Websites, Applications, or Products; protecting against malicious, deceptive, fraudulent, or illegal activity © 2019 First American Financial Corporation and/or its affiliates. All rights reserved. NYSE:FAF Form 10-PRIVACY19 (11-26-19) Page 2 of 3 1 Privacy Notice (2019 First American Financial Corporation) FirstArnerican Title" Catego The categories of third parties with whom we've shared personal information include, but may not Third Parties be limited to: advertising networks; internet service providers; data analytics providers; service Shared providers; government entities; operating systems and platforms; social media networks; non-affiliated thirdparties; affiliated third parties Categories of Personal Information We Have Sold In The Past Year. We have not sold any personal information of California residents to any third party in the twelve months preceding the date this Privacy Notice was last updated. Categories of Personal Information Disclosed For R Business Purpose In The Past Year. The following is a list of the categories of personal information of California residents we may have disclosed for a business purpose in the 12 months preceding the date this Privacy Notice was last updated: The categories of personal information we have collected include, but may not be limited to: real name; signature; alias; SSN; physical characteristics or description, including protected characteristics under federal or state law; address; telephone number; passport number; driver's license number; state identification card number; IP address; policy number; file number; employment history; bank account number; credit card number; debit card number; financial account numbers; commercial information; internet or other electronic network activity; geolocation data; audio and visual information; professional or employment information; and inferences drawn from the above categories to create a profile about a consumer. D 2019 First American Financial Corporation andlor its affiliates. All rights reserved. NYSE:FAF Form 10-PRIVACY19 (11-26-19) Page 3 of 3 1 Privacy Notice (2019 First American Financial Corporation) OPERATING AGREEMENT OF CIi PITCO ASSOCIATES LLC This Operating Agreement of CK PITCO ASSOCIATES LLC (the "Company"), a single member limited liability company organized pursuant to the Delaware Limited Liability Company Act, 6 Del. Code § 18-101 et seq., as amended (the "Act"), is effective as of August 4, 2014 (the "Effective Date"), and is entered into by and between the Company and the Sidney Kimmel 2009 Irrevocable Trust dated February 9, 2009, Matthew H. Kamens, Trustee, a Pennsylvania trust, which is the sole member of the Company (sometimes hereinafter referred to as the "Member"). ARTICLE I FORMATION 1. Organization and Initial Activities. The Company was organized as a Delaware limited liability company pursuant to the provisions of the Act on August 4, 2014. 2. Name. The name of the Company is "CK PITCO ASSOCIATES LLC." All business of the Company shall be conducted under that name or under any other name, but in any case, only to the extent permitted by applicable law. The Company shall hold all of its property in the name of the Company and not in the name of its Member. 3. Term. The Company shall be dissolved and its affairs wound up in accordance with the provisions of this Operating Agreement. 4. Agent and Office. The agent and office for service of process shall be the Secretary of State of the State of Delaware. The post office address within or without the State of Delaware to which the registered agent shall mail a copy of any process against the Company served upon him or her is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808. 5. Principal Office. The principal office of the Company is 1900 Market Street, Philadelphia, PA 19103, or at such other place within or without the State of Delaware as may be determined by any Manager. The Company may also have such other offices as Manager may determine. 6. Purposes and Powers. The purpose of the Company is to own, operate, lease, pledge, mortgage, convey and transfer certain property and improvements located in Aspen, Colorado. The Company may also engage in any other activity permitted under the Act. The Company shall have the authority to do all things necessary or convenient to accomplish its purpose and operate its business as described in this Section 6. The authority granted to the Manager hereunder to bind the Company shall be limited to actions necessary or convenient to its business. LEGAL\I9962789\I 7. Statutory Compliance. The Company shall exist under and be governed by, and this Operating Agreement shall be construed in accordance with, the applicable laws of the State of Delaware. The Manager shall make all filings and disclosures required by, and shall otherwise comply with, the laws of the State of Delaware and any other applicable laws. 8. Title to Property. All real and personal property owned by the Company shall be owned by the Company as an entity, and the Member shall not have any ownership interest in such property in its individual name or right, and the Member's interest in the Company shall be deemed personal property for all purposes. The Company shall hold all of its property in the name of the Company and not in the name of the Member. Notwithstanding the foregoing, pursuant to Treasury Regulation §301.7701-3(b)(1)(ii), for federal income tax purposes only the Company shall be disregarded as an entity separate from its Member and the assets of the Company shall constitute the assets of the Member. 9. Management of the Company. Each Manager shall have the authority to conduct the day-to-day business and affairs of the Company. To this end, any Manager shall devote so much of its business time and efforts to the furtherance of the business of the Company and the performance of such Manager's responsibilities under this Operating Agreement as such Manager shall reasonably deem necessary. ARTICLE II ACCOUNTING AND RECORDS I. Records to be Maintained. The Company shall maintain separate books of account for the Company which shall reflect a true and accurate record of all costs and expenses incurred, all charges made, all credits made and received, and all income derived in connection with the operation of the Company's business in accordance with the same accounting principles used by the Member and, to the extent inconsistent therewith, in accordance with this Operating Agreement. 2. Reports. (a) In General. The Manager shall be responsible for the preparation of financial reports of the Company and the coordination of financial matters of the Company with the Company's accountants. (b) Reports. As soon as practicable after the end of each fiscal year, the Manager shall cause each Member to be furnished with a copy of the balance sheet of the Company as of the last day of the applicable period, a statement of income or loss of the Company for such period, and a statement of the Company's cash flow for such period. ARTICLE III THE MEMBER 1. Single Member Entity. As of the Effective Date, the Sidney Kimmel 2009 Irrevocable Trust dated February 9, 2009, Matthew H. Kamens, Trustee, is the sole Member and owner of the Company so that, for federal income tax purposes, the Company will be disregarded as an entity separate and apart from the Member. LEGAL\19962789\1 - 2 - 2. Liability of Member. The Member shall not be liable as such for the liabilities of the Company. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Operating Agreement or the Act shall not be grounds for imposing personal liability on the Member for liabilities of the Company. 3. Indemnification of Member. The Company, its receiver or its trustee (in the case of its receiver or trustee, to the extent of the Company property) shall indemnify, hold harmless from and pay all judgments and claims against the Member relating to any liability or damage incurred by reason of any act performed or omitted to be performed by the Member in connection with the business of the Company, including attorneys' fees and expenses incurred by the Member in connection with the defense of any action based on any such act or omission, which attorneys' fees and expenses may be paid as incurred, including all such liabilities under federal and state securities laws (including the Securities Act of 1933, as amended) as permitted by law. ARTICLE IV MANAGERS 1. Managers. The ordinary and usual decisions concerning the business affairs of the Company shall be made by the Manager. The Manager shall be Matthew H. Kamens, Trustee. 2. Authority of a Manager to Bind the Company. Only a Manager and authorized agents or employees of the Company shall have the authority to bind the Company (including the authority to do all things necessary or convenient to cant' out the business and affairs of the Company). Each Manager is an agent of the Company for the purpose of its business and affairs, and the act of any Manager for apparently carrying on in the usual way of the business or affairs of the Company binds the Company, unless such Manager so acting has, in fact, no authority to act for the Company in the particular matter, and the person with whom it is dealing has knowledge of the fact that such Manager has no such authority. An act of any Manager which is not apparently for carrying on in the usual way the business or affairs of the Company does not bind the Company unless authorized in accordance with the terms of this Operating Agreement, at the time of the transaction or at any other time. No person dealing with the Company shall have any obligation to inquire into the power or authority of any Manager acting on behalf of the Company. 3. Indemnification of Managers. The provisions of Article III, Section 3 shall apply to each Manager as the same are applied to each Member therein, and the Company hereby agrees to be bound by such provisions, as they apply to such Manager, as if fully set forth in this Section. ARTICLE V ALLOCATIONS AND DISTRIBUTIONS 1. Allocation of Profits and Losses. Consistent with the Company's status as a single member limited liability company that is disregarded, for income tax purposes, as an LEGAL\19962789\I -3- entity separate from its Member, the activities of the Company shall be treated in the same manner as the activities of a division of the Member. Accordingly, the net profits and net losses of the Company for each fiscal period commencing on or after the Effective Date shall be allocated to the Member and all items of income, gain, loss, deduction or credit shall be for the account of the Member. 2. Distributions. The Company shall, at the request of the Member, distribute to the Member annually or at such other times as the Member may request an amount of cash equal to the net profits allocated to the Member. The Company may distribute any assets in kind with the consent of the Member. ARTICLE VI TAXES 1. Elections. Any Manager may make any tax elections for the Company allowed under the Internal Revenue Code of 1986, as amended (the "Code") or the tax laws of any state or other jurisdiction having taxing jurisdiction over the Company. The foregoing not- withstanding, no Manager may elect under Treasury Regulation §301.7701-3(b) to have the Company classified as an association taxable as a corporation. 2. Tax Matters Partner. The Manager shall act as the tax matters partner of the Company pursuant to §6231(a)(7) of the Code. ARTICLE VII DISSOLUTION AND WINDING UP 1. Dissolution. The Company shall be dissolved and its affairs wound up, upon the fast to occur of the following events (which shall constitute "Dissolution Events"): (a) the written consent of the Member; or (b) the bankruptcy, resignation, or dissolution of the Member. 2. Effect of Dissolution. Upon dissolution, the Company shall cease to carry on its business, except insofar as may be necessary or appropriate for the winding up of its business, but its separate existence shall continue until a certificate of cancellation has been filed with the Secretary of State of the State of Delaware and until a decree terminating the Company has been entered by a court of competent jurisdiction. 3. Distribution of Assets and Dissolution. Upon the liquidation and winding up of the Company, the Company property shall be distributed: (a) first to creditors (including the Member if the Member is a creditor) in satisfaction of Company liabilities; and (b) then to the Member. Liquidation proceeds shall be paid within 60 days of the end of the Company's taxable year or, if later, within 90 days after the date of liquidation. LEGAL\19962789\I - 4 - 4. Winding Up and Certificate of Cancellation of Articles of Organization. The winding up of the Company shall be completed when all debts, liabilities, and obligations of the Company have been paid and discharged or reasonably adequate provision therefore has been made, and all of the remaining property and assets of the Company have been distributed to the Member. Upon the completion of the winding up of the Company, a certificate of cancellation of articles of organization shall be delivered to the Secretary of State of Delaware for filing. ARTICLE VIII MISCELLANEOUS PROVISIONS 1. Entire Agreement. This Operating Agreement represents the entire agreement between the Member and the Company. 2. Company to Be Disregarded for Tax Purposes. The Company is a single member entity, wholly owned by the Sidney Kimmel 2009 Irrevocable Trust dated February 9, 2009, Matthew H. Kamens, Trustee, and pursuant to Treasury Regulations §301.7701-3(b)(1)(ii) will be disregarded for federal income tax purposes as an entity separate from its owner. 3. Rights of Creditors and Third Parties under Operating Agreement. This Operating Agreement is entered into between the Company and the Member for the exclusive benefit of the Company and the Member, and their successors and assigns. This Operating Agreement is expressly not intended for the benefit of any creditor of the Company or any other person. Except and only to the extent provided by applicable statute, no such creditor or third party shall have any rights under this Operating Agreement or any agreement between the Company and the Member. 4. BindingEffect. ffect. Except as otherwise provided in this Operating Agreement, every covenant, term and provision of this Operating Agreement shall be binding upon and inure to the benefit of the Member and its respective successors, transferees and assigns. 5. Construction. Every covenant, term and provision of this Operating Agreement shall be construed simply according to its fair meaning and not strictly for or against the Member. The terms of this Operating Agreement are intended to embody the economic relationship between the Member and the Company and shall not be subject to modification by, or be conformed with, any actions by the Internal Revenue Service except as this Operating Agreement may be explicitly so amended and except as it may relate specifically to the filing of tax returns. 6. Headings. Section and other headings contained in this Operating Agreement are for reference purposes only and are not intended to describe, interpret, define, or limit the scope, extent or intent of this Operating Agreement or any provision hereof. 7. Severability. Every provision of this Operating Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity or legality of the remainder of this Operating Agreement. LEGAL\]9962789\I - 5 - 8. Further Action. The Member agrees to perform all further acts and execute, acknowledge and deliver any documents which may be reasonably necessary, appropriate or desirable to carry out the provisions of this Operating Agreement. 9. Governing Law. The laws of the State of Delaware (without reference to its choice of law principles) shall govern the validity of this Operating Agreement, the construction of its terms and the interpretation of the rights and duties of the Member. IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the day and date above written. Sole Member and Manager: Sidney Kimmel 2009 Irrevocable Trust dated February 9, 2009 Matthew H. Kamens, Trustee LEGAL\19962789\I - 6 -