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HomeMy WebLinkAbout934335 WHEN RECORDED RETURN TO: Powell Goldstein LLP 2200 Ross Ave., Suite 3300 Dallas, TX 75201 Attention: Keith Aurzada Lincoln and Uinta Counties, Wyoming 000637 MORTGAGE-COLLATERAL REAL EST ATE MORTGAGE, ASSIGNMENT OF AS-EXTRACTED COLLATERAL, SECURITY AGREEMENT AND FINANCING STATEMENT FROM HORSETRAP PARTNERS, LLC, AS THE MORTGAGOR TO CASINO CREDIT CORPORATION, AS THE MORTGAGEE A CARBON, PHOTOGRAPHIC, OR OTHER REPRODUCTION OF THIS INSTRUMENT IS SUFFICIENT AS A FINANCING STATEMENT. A POWER OF SALE HAS BEEN GRANTED IN. THIS INSTRUMENT. IN CERTAIN STATES. A POWER OF SALE MA Y ALLOW THE MORTGAGEE TO TAKE THE MORTGAGED PROPERTY AND SELL IT WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON DEFAULT BY THE MORTGAGOR UNDER THIS INSTRUMENT. THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS. THIS INSTRUMENT SECURES PAYMENT OF FUTURE ADVANCES. THIS INSTRUMENT COVERS PROCEEDS OF MORTGAGED PROPERTY. THIS INSTRUMENT COVERS AS-EXTRACTED COLLATERAL AND OTHER MINERALS AND OTHER SUBSTANCES OF VALUE WHICH MAY BE EXTRACTED FROM THE EARTH (INCLUDING WITHOUT LIMITATION OIL AND GAS) AND WHICH WILL BE FINANCED AT THE WELLHEADS OF THE WELL OR WELLS LOCATED ON THE PROPERTIES DESCRIBED IN THE EXHIBITS HERETO. THIS FINANCING STATEMENT IS TO BE FILED OR FILED FOR RECORD, AMONG OTHER PLACES, IN THE REAL ESTATE RECORDS OR SIMILAR RECORDS OF THE COUNTY RECORDERS OF THE COUNTIES LISTED ON THE EXHIBITS HERETO. THE MORTGAGOR HAS AN INTEREST OF RECORD IN THE REAL ESTATE CONCERNED, WHICH INTEREST IS DESCRIBED IN THE EXHIBITS ATTACHED HERETO. PORTIONS OF THE MORTGAGED PROPERTY ARE GOODS WHICH ARE OR ARE TO BECOME AFFIXED TO OR FIXTURES ON THE LAND DESCRIBED IN OR REFERRED TO IN THE EXHIBITS HERETO. THIS FINANCING STATEMENT IS TO BE FILED FOR RECORD OR RECORDED, AMONG OTHER PLACES, IN THE REAL ESTATE RECORDS OR SIMILAR RECORDS OF EACH COUNTY IN WHICH SAID LAND OR ANY PORTION THEREOF IS LOCATED. THE MORTGAGOR IS THE OWNER OF RECORD INTEREST IN THE REAL ESTATE CONCERNED. THIS INSTRUMENT IS ALSO TO BE INDEXED IN THE INDEX OF FINANCING STA TEMENTS. RECEIVED 10/25/2007 at 8:53 AM RECEIVING # 934335 BOOK: 676 PAGE: 637 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY 601816.0000 WEST 5492498 v.2 Section 1.01 Section 1.02 Section 1.03 Section 1.04 Section 1.05 Section 2.01 Section 2.02 Section 2.03 Section 3.01 Section 3.02 Section 3.03 Section 3.04 Section 3.05 Section 3.06 Section 3.07 Section 3.08 Section 3.09 Section 3.10 Section 3.11 Section 3.12 Section 3.13 Section 3.14 Section 3.15 Section 3.16 Section 3.17 Section 4.01 Section 4.02 Section 4.03 Section 4.04 Section 4.05 i TABLE OF CONTENTS Page ARTICLE I Grant of Lien and Obligations Secured 000638 Grant of Liens................................................................................................. 1 Grant of Security In terest ,............................................................................... 4 Obligations Secured.. ..... .:..... ....... ... ..... ... ......... ...... .... ........ ..... ..... .... ............... 5 Fixture Filing. Etc........................................................................................... 6 Defined Terms. ....... ....... ....... .......... ..... ........ .... .... ........ ................................... 7 ARTICLE II Assignment of As-Extracted Collateral Assignlnent ..................................................................................................... 7 No Modification of Payment Obligations ....................................................... 8 Rights of Producers... ..... ............... .... .......... ....... ...... ............... ........... ............. 9 ARTICLE III Representations. Warranties and Covenants l'i tie .. .. .. .. ........ ....... .. .. ... . . ..: .. ..... ...... .. .. .. .. .... .. ....... .. .. .. .. .. .. .. ..... ...... .. ..... ..... ....... 9 Perfected Liens: Defend Title........ .............. ....... ............................................ 9 Further Assurances........................................................................................ 10 The,Mortgagor's Information ........... ............ .............................. .................. 11 Not a Foreign Person .................................................................................... 11 Power to Create Lien and Security............................................................... 11 Rentals Paid: Leases in Effect...........................................;........................... 11 Operation of the Mortg:aged Property. Etc.................................................... 11 Operation By Third Parties .................. ............... ....................... ......... .......... 12 Abandon. Sales ............. ........... ... ....... .......... ............. ........ ..... ........... ............ 12 Instruments and Chattel Paper.. ............ ........... .............. ............................... 12 Accounts ....................................................................................................... 12 Limitations on Modifications. Waivers. Extensions of Agreements ............ 12 Anal ysis of Accounts. Etc......:...................................................................... 13 Insurance....................................................................................................... 13 Further Identification of Collateral............................................................... 13 Failure to Perfornl......................................................................................... 13 ARTICLE IV Rights and Remedies Event of Default............................................................................................ 14 Foreclosure.................................................................................................... 14 Partial Foreclosure ........ ........... ...... ............ ...................... ............................. 15 Power of Sale................................................................................................ 15 Receiver........................................................................................................ 16 601815.0000 WEST 5492498 v.2 1 Section 4.06 Section 4.07 Section 4.08 Section 4.09 Section 4.10 Section 4.11 Section 4.12 Section 4.13 Section 4.14 Section 4.15 Section 4.16 Section 4.17 Section 4.18 Section 4.19 Section 4.20 Section 4.21 Section 4.22 Section 4.23 Section 5.01 Section 5.02 Section 5.03 Section 5.04 Section 5.05 Section 5.06 Section 5.07 Section 5.08 Section 5.09 Section 5.10 Section 5.11 Section 5.12 Section 5.13 Section 5.14 Section 5.15 Section 5.16 Exhibit A 000639 Personal Property Rel11edies ...... ............. ........... ............... ....... ........ ............. 16 Collections on Accounts. Etc ........................................................................ 17 Proceeds........................................................................................................ 17 The Mortgagee and Agents.. ............... ...... .......... ........................................... 18 Foreclosure for Installnlents ......................................................................... 18 Separate Sales............................................................................................... 18 The MOl1gagee as Purchaser... ........ ................ ........... ......... ..................... ..... 18 Possession of the Mortgaged Property and Collateral.................................. 19 Occupancy After Foreclosure ..... ................ ............... ........................ ........... 19 Remedies Cumulative. Concurrent and Nonexclusive ................................. 19 No Release of Obligations.......... ............ ............ ......... ......... ............. ........... 20 Release of and Resort to Collateral............................................................... 21 Certain Waivers ............................................................................................ 21 Discontinuance of Proceedings... ................ ..... ................ ..... ........................ 22 Application of Proceeds................................................................................ 22 Indenlni ty ...................................................................................................... 22 The M0l1gagee Not "Mortgagee-In-Possession" ..........................................23 The Mortgagee Attorney In Fact................................................................... 23 ARTICLE V Miscellaneous Scope of MOl1gage............................................................. ............. .............. 24 PI ace of Payment...............:........................................................................... 24 Release of Mortgage..................................................................................... 24 Partial Releases..........................................................:........ ........................... 24 Acts Not Constituting Waiver... .................. ......................................... ......... 24 Severabili ty ................................................................................................... 25 Satisfaction of Prior Encumbrance ............................................................... 25 Nature of Covenants ........................................................................... .......... 25 Notices.......................................................................................................... 25 Counterparts.................................................................................................. 25 Governin g Law ............................................................................................. 26 ExculpationProvisi ons ................................................................................. 26 Terms Generally: Rules of Construction ...................................................... 26 Recording...................................................................................................... 27 Application of Payments to Certain Obligations .......................................... 27 Compliance with Usury Laws ....... ..................... ....... ............................ ........ 27 Mortgaged Property 601815.0000 WEST 5492498 v.2 2 000640 MORTGAGE-COLLATERAL REAL ESTATE MORTGAGE, ASSIGNMENT OF AS- EXTRACTED COLLATERAL, SECURITY AGREEMENT AND FINANCING STATEMENT This MORTGAGE-COLLATERAL REAL EST ATE MORTGAGE, ASSIGNMENT OF AS-EXTRACTED COLLATERAL, SECURITY AGREEMENT AND FINANCING STATEMENT (as the same may from time to time be amended, modified, supplemented or restated, this "Mortgage") is entered into as of August -º-, 2007 by HORSETRAP PARTNERS, LLC, a Wyoming limited liability company (the "Mortgagor"), in favor of CASINO CREDIT CORPORATION, a Nevada corporation (the "Mortgagee") R.E C IIAL~: A. Of even date herewith, the Mortgagor executed that certain Promissory Note (as the same may from time to time be amended, modified, supplemented or restated, the "Note") in favor of Mortgagee. B. Mortgage. In connection with the Note, the Mortgagor is executing and delivering this C. "Palace Transaction" means the transaction (i) by which Mortgagor, Palace Exploration Company, Zinke & Trumbo, Inc., Nevada Petroleum, LLC, and Condor Exploration, LLC, entered into an Amended and Restated Exploration and Development Agreement (Darby Thrust) (the "EDA"); (ii) by which Mortgagor, Mortgagee, Condor Exploration, LLC, Oregon Lifestyles Realty, Inc., Steven Trono, Palace Exploration Company, Zinke & Trumbo, Inc., and Nevada Petroleum, LLC entered into a Subordination Agreement, dated September 24,2003 (the "Subordination Agreement"); and (iii) which was approved by the Order Granting Debtor'.s Sale Motion entered by the United States Bankruptcy Court for the District of Wyoming on September 24, 2003 in In re Condor Exploration. LLC. Debtor, Case No. 03-21226. D. Certain operations conducted as part of the Palace Transaction are conducted under a Joint Operating Agreement which creates an operator's lien applicable to certain assets that form part of the Collateral under this Agreement; and F. Therefore, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Mortgagor hereby agrees with the Mortgagee as follows: ARTICLE I Grant of Lien and Obligations Secured Section 1.01 Grant of Liens. Subject to the first priority of the Palace Transaction, the Mortgagor, in order to secure the prompt and complete payment of the Obligations hereinafter referred to and the performance of the obligations, covenants, agreements, warranties and undertakings of the Mortgagor hereinafter described, does hereby MORTGAGE, ASSIGN, WARRANT, HYPOTHECATE and PLEDGE to the Mortgagee with a POWER OF SALE HTP _Mortgage_ v2_(Aug2007)[2] 1 000641. (pursuant to this Mortgage and applicable law), the real and personal property, rights, titles, interests and estates described in Section 1.01 (a) through (h) (collectively called the "Mortgaged Property"): (a) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to the oil and gas leases and/or oil, gas and other mineral leases and other interests and estates and the lands and premises covered or affected thereby which are described on Exhibit A hereto (collectively called the "Hydrocarbon Property"), including without limitation, the undivided interests of the Mortgagor which are more particularly described on attached Exhibit A. (b) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to (i) the properties now or hereafter pooled or unitized with the Hydrocarbon Property; (ii) all presently existing or future unitization, communitization, pooling agreements and declarations of pooled units and the units created thereby (including, without limitation, all units created under orders, regulations, rules or other official acts of any federal, state or other governmental body or agency having jurisdiction and any units created solely among working interest owners pursuant to operating agreements or otherwise) which may affect all or any portion of the Hydrocarbon Property including, without limitation, those units which may be described or referred to on attached Exhibit A; (iii) all operating agreements, production sales or other contracts, farmout agreements, farm-in agreements, area of mutual interest agreements, equipment leases and other agreements described or referred to in this Mortgage or which relate to any of the Hydrocarbon Property or interests in the Hydrocarbon Property described or referred to herein or on attached Exhibit A or to the production, sale, purchase, exchange, processing, handling, storage, transporting or marketing of the Hydrocarbons (hereinafter defined) from or attributable to such Hydrocarbon Property or interests; (iv) all geological, geophysical, engineering, accounting, title, legal, and other technical or business data concerning the Mortgaged Property, the Hydrocarbons, or any other item of Property which are in the possession of the Mortgagor or in which the Mortgagor can otherwise grant a security interest, and all books, files, records, magnetic media, computer records, and other forms of recording or obtaining access to such data; and (v) the Hydrocarbon Property described on attached Exhibit A and covered by this Mortgage even though the Mortgagor's interests therein be incorrectly described or a description of a part or all of such Hydrocarbon Property or the Mortgagor's interests therein be omitted; it being intended by the Mortgagor and the Mortgagee herein to cover and affect hereby all interests which the Mortgagor may now own or may hereafter acquire in and to the Hydrocarbon Property notwithstanding that the interests as specified on Exhibit A may be limited to particular lands, specified depths or particular types of property interests. (c) All of the Mortgagor's rights, titles and interests in and to all surface fees and fee estates described in Exhibit A, compressor sites, settling ponds, equipment or pipe yards, office sites, office buildings and all property and fixtures located thereon, whether such surface fees, fee estates, compressor sites, settling ponds, equipment or pipe yards, office sites, office buildings are fee simple estates, leasehold estates or otherwise, together with all present and future rights, titles, easements and estates now owned or hereafter acquired by the Mortgagor under or in connection with such interest (all of which properties described in this Section 1.01(c) are referred to collectively as the "Surface Rights"). HTP _Mortgage_ v2_(Aug2007)[2] 2 000642 (d) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to all oil, gas, casinghead gas, drip gasoline, natural gasoline, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all products refined or separated therefrom and all other minerals (collectively called the "Hydrocarbons") in and under and which may be produced and saved from or attributable to the Hydrocarbon Property, the lands pooled or unitized therewith and the Mortgagor's interests therein, including all oil in tanks and all rents, issues, profits, proceeds, products, revenues and other income from or attributable to the Hydrocarbon Property, the lands pooled or unitized therewith and the Mortgagor's interests therein which are subjected or required to be subjected to the liens and security interests of this Mortgage and including specifically but without limitation all liens and security interests in such Hydrocarbons securing payment of proceeds resulting from the sale of Hydrocarbons. (e) All tenements, hereditaments, appurtenances and properties in any way appertaining, belonging, affixed or incidental to the Hydrocarbon Property, rights, titles, interests and estates described or referred to in Sections 1.01(a) and (b) above, which are now owned or which may hereafter be acquired by the Mortgagor, including, without limitation, any and all property, real or personal, now owned or hereafter acquired and situated upon, used, held for use, or useful in connection with the operating, working or development of any of such Hydrocarbon Property or the lands pooled or unitized therewith (excluding drilling rigs, trucks, automotive equipment or other personal property which may be taken to the premises for the purpose of drilling a well or for other similar temporary uses) and including any and all oil wells, gas wells, injection wells or other wells, buildings, structures, field separators, liquid extraction plants, plant compressors, pumps, pumping units, pipelines, sales and flow lines, gathering systems, field gathering systems, salt water disposal facilities, tanks and tank batteries, fIxtures, valves, fittings, machinery and parts, engines, boilers, steam generation facilities, meters, apparatus, equipment, appliances, tools, implements, cables, wires, towers, casing, tubing and rods, surface leases, rights-of-way, easements, servitudes, licenses and other surface and subsurface rights together with all additions, substitutions, replacements, accessions and attachments to any and all of the foregoing properties. (f) Any property that may from time to time hereafter, by delivery or by writing of any kind, be subjected to the lien and security interest hereof by the Mortgagor or by anyone on the Mortgagor's behalf; and the Mortgagee is hereby authorized to receive the same at any time as additional security hereunder. (g) All of the rights, titles and interests of every nature whatsoever now owned or hereafter acquired by the Mortgagor in and to the Hydrocarbon Property rights, titles, interests and estates and every part and parcel thereof, including, without limitation, the Hydrocarbon Property rights, titles, interests and estates as the same may be enlarged by the discharge of any payments out of production or by the removal of any charges or liens to which any of the Hydrocarbon Property rights, titles, interests or estates are subject, or otherwise; all rights of the Mortgagor to liens and security interests securing payment of proceeds from the sale of production from the Mortgaged Property; together with any and all renewals and extensions of any of the Hydrocarbon Property rights, titles, interests or estates; all contracts and agreements supplemental to or amendatory of or in substitution for the contracts and agreements described or mentioned above; and any and all additional interests of any kind hereafter acquired by the 'Mortgagor in and to the Hydrocarbon Property rights, titles, interests or estates. HTP _Mortgage_ v2_(Aug2007)[2] 3 000643 (h) All property of every kind and character which the Mortgagor has or at any time hereafter acquires, whether real or personal property, tangible or intangible, or mixed, all other interests of every kind and character which the Mortgagor has or at any time hereafter acquires in and to the types and items of property and interests described in Section 1.01(a) through (g) preceding, all property which is used or useful in connection with the Mortgaged Property or otherwise, and the proceeds and products of all of the foregoing, whether now owned or hereafter acquired, including, without limitation: (i) All present and future personal property; (ii) All present and future increases, profits, combinations, reclassifications, improyements and products of, accessions, attachments and other additions to, tools, parts and equipment used in connection with, and substitutes and replacements for, all or any part of the Mortgaged Property described in this or any other clause of this Section 1.01(h); (Üi) All present and future As-extracted collateral, Accounts, Equipment, Inventory, contract rights, General Intangibles, Chattel Paper, Documents, Instruments, Fixtures, cash and noncash Proceeds and other rights arising from or by virtue of, or from the voluntary or involuntary sale or other disposition of, or collections with respect to, or insurance proceeds or unearned insurance premiums payable with respect to, or proceeds payable by virtue of warranty or other claims against manufacturers of, or claims against any other person or entity with respect to, all or any part of the Hydrocarbons or the Mortgaged Property; and (iv) All present and future security for the payment to the Mortgagor of any of the Mortgaged Property and goods which gave or will give rise to any of such Mortgaged Property or are evidenced, identified, or represented therein or thereby. Any fractions or percentages specified on attached Exhibit A in referring to the Mortgagor's interests are solely for purposes of the warranties made by the Mortgagor pursuant to Section 3.01 hereof and shall in no manner limit the quantum of interest affected by this Section 1.01 with respect to any Hydrocarbon Property or with respect to any unit or well identified on said Exhibit A. TO HA VB AND TO HOLD the Mortgaged Property unto the Mortgagee and its successors and assigns forever to secure the payment of the Obligations (as defined herein) and to secure the performance of the covenants, agreements, and obligations of the Mortgagor herein contained. Section 1.02 Grant of Security Interest. Subject to the first priority of the Palace Transaction, the Mortgagor hereby grants to the Mortgagee, for its benefit, a security interest in and to all of the Mortgagor's right, title and interest in and to the following Property of the Mortgagor now owned or at any time hereafter acquired by the Mortgagor or in which the Mortgagor now has or at any time in the future may acquire any right, title or interest and whether now existing or hereafter coming into existence related to the Mortgaged Property HTP _Mortgage_ v2_(Aug2007)[2] 4 000644 (collectively, the "Collateral") as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations (as defined herein): (a) all Accounts; (b) all General Intangibles and all rights under insurance contracts and rights to insurance proceeds; (c) all Fixtures); (d) by a writing); (e) (f) (g) Property insofar as character; and all Goods (including, without limitation, all Inventory, all Equipment and all Letter-of-Credit Rights (whether or not the letter of credit is evidenced all As-extracted collateral; all books and records pertaining to the Collateral; to the extent not otherwise included in the Collateral, the Mortgaged the Mortgaged Property consists of personal property of any kind or (h) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security, guarantees and other Supporting Obligations given with respect to any of the foregoing. Section 1.03 Obligations Secured. This Mortgage is executed and delivered by the Mortgagor to secure and enforce the following (collectively, the "Obligations"): (a) all indebtedness, obligations, liabilities and undertakings (including, without limitation, the Indebtedness) of any kind or description, whether now in existence or hereafter arising, whether by acceleration or otherwise, of the Mortgagor, arising out of or outstanding under, advanced or issued pursuant to, or evidenced by, the Note and all other notes given in substitution for the foregoing Note, or in modification, renewal, rearrangement or extension thereof, in whole or in part, and with interest, collection and attorneys' fees, all as provided therein. (b) all additional loans or advances made by the Mortgagee to or for the benefit of the Mortgagor pursuant to the Note (it being contemplated that the Mortgagee may lend additional sums to the Mortgagor pursuant to the Note from time to time, but shall not be obligated to do so, and the Mortgagor agrees that the payment of any such additional loans shall be secured by this Mortgage). (c) any sums which may be advanced or paid by the Mortgagee under the terms hereof or of the Note on account of the failure of the Mortgagor or any other obligor to comply with the covenants of the Mortgagor or the obligor contained herein or in the Note; and all other indebtedness, obligations, liabilities and undertakings of the Mortgagor arising out of or HTP _Mortgage_ v2_(Aug2007)[2] 5 000645 outstanding under, or evidenced by, this Mortgage, including penalties, indemnities, legal and other fees, charges and expenses, and amounts advanced by and expenses incurred in order to preserve any collateral or security interest, whether due after acceleration or otherwise. (d) all interest (including, without limitation, interest accruing at any post- default rate and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) in respect of all of the Obligations described in this Section 1.03 and all costs of collection and attorneys' fees, all as provided herein and in the Note. (e) All renewals, extensions, amendments and changes of, or substitutions or replacements for, all or any part of the Obligations described under paragraphs (a) through (e) in this Section 1.03. Section 1.04 Limitations on the Pledge of Collateral - Palace Transaction. Mortgagee hereby acknowledges that the Collateral, and any rights of Mortgagee in relation to the Collateral, are subject to, and subordinated to the terms of the Palace Transaction. The terms of the Palace Transaction affecting Collateral and Mortgagee's rights in relation to the Collateral include but are not limited to: (i) production payments made by Mortgagor pursuant to the terms of the EDA, including all exhibits and schedules to the EDA; (ii) Mortgagor's obligation to convey interests in oil and gas leases and related equipment, personal property, and contracts free from any lien or encumbrance, as set forth in the EDA, including all exhibits and schedules to the EDA; (iii) the option of the Buyers under the EDA to acquire facilities at the Horsetrap Prospect, as defined in the EDA; (iv) the right of Zinke & Trumbo, Inc. to place an operator's lien on oil and/or gas when extracted, and in all equipment, pursuant to the Joint Operating Agreement entered into as part of the Palace Transaction, and attached as Exhibit C to the EDA. Mortgagee hereby irrevocably covenants that it shall use its best efforts to assure that Mortgagor remains able to perform its obligations under the Palace Transaction, and shall execute any instrument or agreement reasonably required by Palace Exploration Company or Zinke & Trumbo, Inc. to assure complete performance by Mortgagor of the Palace Transaction. Mortgagee hereby acknowledges the priority of the terms and conditions of the Palace Transaction over any right, duty, obligation, or security interests created by this Agreement. Should Mortgagee come to possess or control Collateral that is subject to the terms of the Palace Transaction, it shall perform the obligations of Mortgagor under the Palace Transaction in lieu of Mortgagor. Section 1.05 Fixture Filing. Etc. Without in any manner limiting the generality of any of the other provisions of this Mortgage: (a) some portions of the goods described or to which HTP _Mortgage_ v2_(Aug2007)[2] 6 000646 reference is made herein are or are to become fIxtures on the land described or to which reference is made herein or on attached Exhibit A; (b) the security interests created hereby under applicable provisions of the Uniform Commercial Code will attach to all As-extracted collateral, including the Hydrocarbons (minerals including oil and gas) or the Accounts resulting from the sale thereof at the wellhead or minehead located on the land described or to which reference is made herein; (c) this Mortgage is to be filed of record in the real estate records of the County in which the Mortgaged Property is located as a financing statement and a fixture filing; and (d) the Mortgagor is the record owner of the real estate or interests in the real estate comprised of the Mortgaged Property. A carbon, photographic, facsimile or other reproduction of this Mortgage or of any financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this Section 1.05. Section 1.06 Defined Terms. Each capitalized term used in this Mortgage and not defined in this Mortgage shall have the meaning assigned such term in the Note, and if not therein defmed, such capitalized term shall have the meaning assigned such term in the Uniform Commercial Code. Terms used herein that are defined in the Uniform Commercial Code shall have the same meanings in this Mortgage. As used herein, "Uniform Commercial Code" means the Uniform Commercial Code presently in effect in the State of Wyoming, as the same may be amended from time to time, and any successor statute thereto, except to the extent that the Uniform Commercial Code of some other jurisdiction applies mandatorily. ARTICLE II Assignment of As-Extracted Collateral Section 2.01 Assignment. (a) Subject to the prior interest created by the Palace Transaction, including but not limited to the operator's lien created by the Joint Operating Agreement that is found as Exhibit C to the EDA, the Mortgagor has absolutely and unconditionally assigned, transferred, conveyed and granted a security interest, and does hereby absolutely and unconditionally assign, transfer, convey and grant a security interest unto the Mortgagee, its successors and assigns, in and to: (i) all of its As-extracted collateral located in or relating to Oil and Gas Properties located in the county where this Mortgage is filed, including without limitation, all As-extracted collateral relating to the Hydrocarbon Properties, the Hydrocarbons and all products oþtained or processed therefrom; (ii) the revenues and proceeds now and hereafter attributable to such Oil and Gas Properties, including the Hydrocarbons, and said products and all payments in lieu, such as "take or pay" payments or settlements; and (iii) all amounts and proceeds hereafter payable to or to become payable to the Mortgagor or now or hereafter relating to any part of the subject interests or the Surface Rights and all amounts, sums, monies, revenues and income which become payable to the Mortgagor from, or with respect to, any of the Mortgaged Property, present or future, now or hereafter constituting a part of the Mortgaged Property. HTP _Mortgage_ v2_(Aug2007) [2] 7 00064 ti' (b) The Hydrocarbons and products are to be delivered into pipe lines connected with the Mortgaged Property, or to the purchaser thereof, to the credit of the Mortgagee, free and clear of all taxes, charges, costs, and expenses; and all such revenues and proceeds shall be paid directly to the Mortgagee, at its offices in Las Vegas, Nevada with no duty or obligation of any party paying the same to inquire into the rights of the Mortgagee to receive the same, what application is made thereof, or as to any other matter. The Mortgagor agrees to perform all such acts, and to execute all such further assignments, transfers and division orders, and other instruments as may be required or desired by the Mortgagee or any party in order to have said proceeds and revenues so paid to the Mortgagee. In addition to any and all rights of a secured party under Sections 9-607 and 9-609 of the Uniform Commercial Code, the Mortgagee is fully authorized to receive and receipt for said revenues and proceeds; to endorse and cash any and all checks and drafts payable to the order of the Mortgagor or the Mortgagee for the account of the Mortgagor received from or in connection with said revenues or proceeds and to hold the proceeds thereof in a bank account a'S additional collateral securing the Obligations; and to execute transfer and division orders in the name of the Mortgagor, or otherwise, with warranties binding the Mortgagor. During the continuation of an Event of Default, all proceeds received by the Mortgagee pursuant to this grant and assignment shall be at the Mortgagee's sole discretion remitted to the Mortgagor. The Mortgagee shall not be liable for any delay, neglect, or failure to effect collection of any proceeds or to take any other action in connection therewith or hereunder. During the continuation of an Event of Default, the Mortgagee shall have the right, at its election, in the name of the Mortgagor or otherwise, to prosecute and defend any and all actions or legal proceedings deemed advisable by the Mortgagee in order to collect such funds and to protect the interests of the Mortgagee, and/or the Mortgagor, with all costs, expenses and attorneys' fees incurred in connection therewith being paid by the Mortgagor. The Mortgagor hereby appoints the Mortgagee as its attorney-in-fact to pursue any and all rights of the Mortgagor to liens on and security interests in the Hydrocarbons securing payment of proceeds of runs attributable to the Hydrocarbons which may be exercised during the continuation of an Event of Default. In addition to the rights granted to the Mortgagee in Section 1.01 of this Mortgage, the Mortgagor hereby further transfers and assigns to the Mortgagee any and all such liens, security interests, financing statements or similar interests of the Mortgagor attributable to its interest in the Hydrocarbons and proceeds of runs therefrom arising under or created by any statutory provision, judicial decision or otherwise. The power of attorney granted to the Mortgagee in this Section 2.01, being coupled with an interest, shall be irrevocable so long as the Obligations or any part thereof remains unpaid. Until such time as an Event of Default has occurred and is continuing, the Mortgagee hereby grants to the Mortgagor a license to sell such Hydrocarbons and receive proceeds from the sale of Hydrocarbons, which license shall automatically terminate upon such Event of Default and for so long as the same continues. Section 2.02 No Modification of Payment Obligations. Nothing herein contained shall modify or otherwise alter the obligation of the Mortgagor to make prompt payment of all principal and interest owing on the Obligations when and as the same become due regardless of whether the proceeds of the Hydrocarbons are sufficient to pay the same and the rights provided in accordance with the foregoing assignment provision shall be cumulative of all other security of any and every character now or hereafter existing to secure payment of the Obligations. Nothing in this Article II is intended to be an acceptance of collateral in satisfaction of the Obligations. HTP _Mortgage_ v2_(Aug2007) [2] 8 000648 Section 2.03 Rights of Producers. The Mortgagor hereby grants, sells, assigns, sets over and mortgages unto the Mortgagee during the term hereof, all of the Mortgagor's rights and interests pursuant to any provision of applicable law granting producers of oil and gas a lien on . the oil and gas produced by them and on the resulting accounts receivable hereby vesting in the Mortgagee all of the Mortgagor's rights as an interest owner to the continuing security interest in and lien upon the Mortgaged Property. ARTICLE III Representations. Warranties and Covenants The Mortgagor hereby represents, warrants and covenants as follows: Section 3.01 Title. To the extent of the undivided interests specified on attached Exhibit A, the Mortgagor is possessed of the Mortgaged Property. The Mortgaged Property is free of any and all liens, other than liens that would not have a material adverse effect on the use of such Mortgaged Property. The Mortgagor is the legal and beneficial owner of the Collateral free and clear of any and all liens, other than liens that would not have a material adverse effect of the use of such Mortgaged Property. No financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Mortgagee pursuant to this Mortgage. Section 3.02 Perfected Liens; Defend Title. (a) Subject to the rights of the parties to the Palace Transaction, this Mortgage is, and always will be kept, a direct second priority lien and security interest upon the real and personal property presently constituting the Mortgaged Property. The security interests granted in the Collateral pursuant to this Mortgage upon the filing of financing statements in the appropriate offices in the appropriate jurisdictions (which filings have been delivered to the Mortgagee in completed form) will constitute valid perfected security interests in all of the Collateral in favor of the Mortgagee as collateral security for the Obligations, enforceable in accordance with the terms hereof against all creditors of the Mortgagor and any Persons purporting to purchase any Collateral from the Mortgagor and are prior to all other liens on the Collateral in existence on the date hereof except for liens that have priority claim on the Collateral by operation of law. (b) The Mortgagor will not create or suffer to be created or permit to exist any lien, security interest or charge prior to or on a parity with the lien and security interest of this Mortgage upon the Mortgaged Property or the Collateral or any part thereof or upon the rents, issues, revenues, profits and other income therefrom other than as contemplated by Section 3.02(a) to exist, to the extent contemplated by the terms thereof. The Mortgagor will not create or suffer to be created or permit to exist any lien, security interest or charge junior to the lien and security interest of this Mortgage upon the Mortgaged Property or the Collateral or any part thereof or upon the rents, issues, revenues, profits and other income therefrom. (c) The Mortgagor will warrant and defend against the claims and demands of all other Persons whomsoever against the Mortgaged Property and will maintain and preserve the lien created hereby so long as any of the Obligations secured hereby remains unpaid. Should an HTP _Mortgage_ v2_(Aug2007)[2] 9 000649 adverse claim (other than as contemplated by this Section 3.02) be made against or a cloud develop upon the title which materially affects part of the Mortgaged Property or the Collateral, the Mortgagor agrees it will immediately defend against such adverse claim or take appropriate action to remove such cloud at the Mortgagor's cost and expense, and the Mortgagor further agrees that the Mortgagee may take such other action as they deem advisable to protect and preserve their interests in the Mortgaged Property and the Collateral, and in such event the Mortgagor will indemnify the Mortgagee against any and all cost, attorney's fees and other expenses which they may incur in defending against any such adverse claim or taking action to remove any such cloud. Section 3.03 Further Assurances. (a) At any time and from time to time, upon the request of the Mortgagee, and at the sole expense of the Mortgagor, the Mortgagor will promptly and duly give, execute, deliver, indorse, file or record any and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents and take or cause to be taken any and all steps or acts that may be necessary or advisable or as the Mortgagee may reasonably request to create, perfect, establish the priority of, or to preserve the validity, perfection or priority of, the liens granted by this Mortgage or to enable the Mortgagee to enforce its rights, remedies, powers and privileges under this Mortgage and the Note with respect to such liens or to otherwise obtain or preserve the full benefits of this ~ortgage and the rights, powers and privileges herein granted. (b) Without limiting the obligations of the Mortgagor under Section 3 .03( a) or under any other provision of this Mortgage, upon the request of the Mortgagee, the Mortgagor shall take or cause to be taken all actions (other than any actions required to be taken by the Mortgagee) requested by the Mortgagee to cause the Mortgagee to (i) have "control" (within the meaning of Sections 9-104,9-105,9-106 and 9-107 of the Uniform Commercial Code) over any Mortgaged Property or Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property or Letter-of-Credit Rights, including, without limitation, executing and delivering any agreements, in form and substance satisfactory to the Mortgagee, with securities intermediaries, issuers or other Persons in order to establish "control", and the Mortgagor shall promptly notify the Mortgagee of the Mortgagor's acquisition of any such Collateral, and (ii) be a "protected purchaser" (as defined in Section 8-303 of the Uniform Commercial Code); (iii) with respect to Collateral other than Goods covered by a Document in the possession of a Person other than the Mortgagor or the Mortgagee, the Mortgagor shall obtain written acknowledgment that such Person holds possession for the Mortgagee's benefit; and (iv) with respect to any Collateral constituting Goods that are in the possession of a bailee, the Mortgagor shall provide prompt notice to the Mortgagee of any such Collateral then in the possession of such bailee, and the Mortgagor shall take or cause to be taken all actions (other than any actions required to be taken by the Mortgagee) necessary or requested by the Mortgagee to cause the Mortgagee to have a perfected security interest in such Mortgaged Property or Collateral under applicable law. HTP _Mortgage_ v2_(Aug2007)[2] 10 000650 (c) This Section 3.03 and the obligations imposed on the Mortgagor by this Section 3.03 shall be interpreted as broadly as possible in favor of the Mortgagee in order to effectuate the purpose and intent of this Mortgage. Section 3.04 The Mortgagor's Information. On the date hereof, the correct legal name of the Mortgagor is Horsetrap Partners, LLC. The Mortgagee has not used any name or any trade name since the date of its organization. The Mortgagee's jurisdiction of organization is Nevada and Nevada has been the Mortgagee's jurisdiction of organization since the date of its organization. The Mortgagee's federal taxpayor identification number is 88-0438411. The' location(s) of the Mortgagee's chief executive office is 2533 N Carson Street, Suite 1077, Carson City, Nevada 89706. Section 3.05 Not a Foreign Person. The Mortgagor is not a "foreign person" within the meaning of the Internal Revenue Code of 1986, as amended (hereinafter called the "Code"), Sections 1445 and 7701 (i.e. the Mortgagor is not a non-resident alien, foreign corporation, foreign partnership, foreign trust or foreign estate as those terms are defined in the Code and any regulations promulgated thereunder). Section 3.06 Power to Create Lien and Security. The Mortgagor has full power and lawful authority to grant, bargain, sell, assign, transfer, mortgage, and convey a security interest in all of the Mortgaged Property and the Collateral in the manner and form herein provided and without obtaining the authorization, approval, consent or waiver of any lessor, sublessor, Governmental Authority or other party or parties whomsoever. Section 3.07 Rentals Paid: Leases in Effect. All rentals and royalties due and payable in accordance with the terms of any leases or subleases comprising a part of the Hydrocarbon Property have been duly paid or provided for and all leases or subleases comprising a part of the Hydrocarbon Property are in full force and effect. Section 3.08 Operation of the Mortgaged Property. Etc. Except with respect to those which the Mortgagor elects to allow to expire in the ordinary course of business, the Mortgagor will promptly pay and discharge all rentals, delay rentals, royalties and indebtedness accruing under, and perform or cause to be performed each and every act, matter or thing required by, each and all of the assignments, deeds, leases, sub-leases, contracts and agreements described or referred to herein or affecting the Mortgagor's interests in the Mortgaged Property, and will do all other things necessary to keep unimpaired the Mortgagor's rights with respect thereto and prevent any forfeiture thereof or default thereunder. The Mortgaged Property material to the Mortgago"r and the Mortgaged Properties when taken as a whole (and properties unitized therewith) has been maintained, operated and developed in a good and workmanlike manner and in confòrmity with all applicable laws and all rules, regulations and orders of all duly constituted authorities having jurisdiction and in conformity with the provisions of all leases, subleases or other contracts comprising a part of the Hydrocarbon Property and other contracts and agreements forming a part of the Mortgaged Property except where the failure to so maintain, operate or develop would not have a Material Adverse Effect. The Mortgagor will operate its Mortgaged Property material to the Mortgagor and the Mortgaged Properties when taken as a whole in a careful and efficient manner in accordance with the practices of the industry and in compliance with all applicable contràcts and agreements and in compliance with all applicable HTP _Mortgage_ v2_(Aug2007)[2] 11 000651. proration and conservation laws of the jurisdiction in which the Mortgaged Property is situated, and all applicable laws, rules and regulations of every other agency and authority from time to time constituted to regulate the development and operation of the Mortgaged Property and the production and sale of Hydrocarbons therefrom. The Mortgagor will do or cause to be done such development work as may be reasonably necessary to the prudent and economical operation of the Mortgaged Property material to the Mortgagor and the Mortgaged Properties when taken as a whole in accordance with the most approved practices of operators in the industry, including all to be done that may be appropriate to protect from diminution the productive capacity of the Mortgaged Property and each producing well thereon including, without limitation, cleaning out and reconditioning each well from time to time, plugging and completing at a different level each such well, drilling a substitute well to conform to changed spacing regulations and to protect the Mortgaged Property material to the Mortgagor and the Mortgaged Properties when taken as a whole against drainage whenever and as often as is necessary. Section 3.09 Operation By Third Parties. All or portions of the Mortgaged Property may be comprised of interests in the Hydrocarbon Property which are other than working interests or which may be operated by a party or parties other than the Mortgagor and with respect to all or any such interests and properties as may be comprised of interests other than working interests or which may be operated by parties other than the Mortgagor, the Mortgagor's covenants as expressed in this ARTICLE ill are modified to require that the Mortgagor use commercially reasonable efforts to obtain compliance with such covenants by the working interest owners or the operator or operators of such leases or properties. Section 3.10 Abandon. Sales. The Mortgagor will not sell, lease, assign, transfer or otherwise dispose or abandon any of the Mortgaged Property or the Collateral except as permitted this Mortgage. Section 3.11 Instruments and Chattel Paper. The Mortgagor shall notify the Mortgagee promptly after the receipt of any Collateral constituting Instruments or Chattel Paper in which the amount payable thereunder equals to or exceeds $50,000. At the request of the Mortgagee, the Mortgagor shall deliver to the Mortgagee all Collateral constituting Instruments and Tangible Chattel Paper, duly endorsed in a manner satisfactory to the Mortgagee, to be held as collateral pursuant to this Agreement. No Collateral constituting Chattel Paper or Instruments contains, nor will it hereafter contain, any statement therein to the effect that such Collateral has been assigned to an identified party other than the Mortgagee, and the grant of a security interest in such Collateral in favor of the Mortgagee hereunder does not violate the rights of any other Person as a secured party. Section3.12 Accounts. The amount represented by the Mortgagor to the Mortgagee from time to time as owing by each Account Debtor or by all Account Debtors in respect of the Accounts and Payment Intangibles will at such time be the correct amount actually owing by such Account Debtor or Account Debtors thereunder. The place where the Mortgagor keeps its records concerning the Accounts and Payment Intangibles is 1345 NW Wall Street, Suite 100, Bend, Oregon 97701. Section 3.13 Limitations on Modifications. Waivers. Extensions of Agreements. Except in the ordinary course of business, the Mortgagor will not (a) amend, modify, terminate HTP _Mortgagc_ v2_(Aug2007)[2] 12 000652 or waive any provision of any Chattel Paper, Instrument or any agreement giving rise to an Account or Payment Intangible in any manner which could reasonably be expected to materially adversely affect the value of such Chattel Paper, Instrument, Payment Intangible or Account as Collateral, or (b) fail to exercise promptly and diligently each and every material right which it may have under any Chattel Paper, Instrument and each agreement giving rise to an Account or Payment Intangible (other than any right of termination). The Mortgagor shall deliver to the Mortgagee a copy of each material demand, notice or document received by it relating in any way to any Chattel Paper, Instrument or any agreement giving rise to an Account or Payment Intangible. Section 3.14 Analysis of Accounts. Etc. The Mortgagee shall have the right from time to time to make test verifications of the Accounts and Payment Intangibles in any manner and through any medium that it reasonably considers advisable, and the Mortgagor, at the Mortgagor's sole cost and expense, shall furnish all such assistance and information as the Mortgagee may reasonably require in connection therewith. At any time and from time to time, upon the Mortgagee's reasonable request and at the expense of the Mortgagor, the Mortgagor shall furnish to the Mortgagee reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts, Chattel Paper and Payment Intangibles, and all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, Chattel Paper and Payment Intangibles, including, without limitation, all original orders, invoices and shipping receipts. Section 3.15 Insurance. In the event of any loss under any insurance policies required to b~ carried by the Mortgagor, the Mortgagee shall have the right (but not the obligation) to make proof of loss and collect the same, and all amounts so received shall be applied toward costs, charges and expenses (including reasonable attorneys' fees), if any, incurred in the collection thereof, then to the payment, in the order determined by the Mortgagee, in its own discretion, of the Obligations, and any balance remaining shall be subject to the order of the Mortgagor. During the continuation of an Event of Default, the Mortgagee is hereby authorized but Qot obligated to enforce in its name or in the name of the Mortgagor payment of any or all of said policies or settle or compromise any claim in respect thereof, and to collect and make receipts for the proceeds thereof and the Mortgagee is hereby appointed the Mortgagor's agent and ê:lttorney-in-fact to endorse any check or draft payable to the Mortgagor in order to collect the proceeds of insurance. In the event of foreclosure of this Mortgage, or other transfer of title to the rtiortgaged Property in extinguishment in whole or in part of the Obligations, all right, title and interest of the Mortgagor in and to such policies then in force concerning the Mortgaged Prop¢rty and all proceeds payable thereunder shall thereupon vest in the purchaser at such foreqlosure or the Mortgagee, or other transferee in the event of such other transfer of title. Section 3.16 Further Identification of Collateral. The Mortgagor will furnish to the Mortgagee from time to time, at the Mortgagor's sole cost and expense, statements and schedules furth~r identifying and describing the Mortgaged Property and the Collateral and such other repo1¡1:s in connection with the Mortgaged Property and Collateral as the Mortgagee may reasonably request, all in reasonable detail. Section 3.17 Failure to Perform. The Mortgagor agrees that if the Mortgagor fails to perform any act or to take any action which the Mortgagor is required to perform or take HTP _~ortgage_ v2_(Aug2007) [2] 13 000653 hereunder or pay any money which the Mortgagor is required to pay hereunder, the Mortgagee may, but shall not be obligated to, perform or cause to perform such act or take such action or pay such money, and any expenses so incurred by either of them and any money so paid by either of them shall be a demand obligation owing by the Mortgagor to the Mortgagee and the Mortgagee, upon making such payment, shall be subrogated to all of the rights of the Person receiving such payment. Each amount due and owing by the Mortgagor to the Mortgagee pursuant to this Mortgage shall bear interest from the date of such expenditure or payment or other occurrence which gives rise to such amount being owed to such Person until paid at the Applicable Rate, and all such amounts together with such interest thereon shall be a part of the Obligations described in Section 1.03. ARTICLE IV Rights and Remedies Section 4.01 Event of Default. An "Event of Default" under the Note shall be an Event of Default under this Mortgage. Section 4.02 Foreclosure. If an Event of Default shall occur and be continuing, the Mortgagee shall become and be entitled, as of right, without notice and without regard to the adequacy of the Mortgaged Property or the Collateral as security for the Obligations hereby secured, to employ counsel to enforce payment of the obligations secured hereby, and this Mortgage may be foreclosed as to the Mortgaged Property or any part thereof, in any manner permitted by applicable law, and the Mortgagee may exercise such other rights and remedies granted herein, in any other Loan Document or by law and equity, which rights and remedies shall be cumulative and not exclusive. The Mortgagee may sell said Mortgaged Property either as a whole or in separate parcels, and in such order as it may determine. The purchase price shall be payable in lawful money of the United States at the time of sale. Cumulative of the foregoing and the other provisions of this Section 4.02, as to the Mortgaged Property now or hereafter located in, or otherwise subject to the law of, the State of Wyoming, the Mortgagee may foreclose this Mortgage by filing an action in foreclosure in any county in Wyoming where any part of the Mortgaged Property is located, or in Federal Court for the District in which any of the Mortgaged Property is located. Nothing contained herein shall be construed so as to limit in any way the Mortgagee's rights to sell the Mortgaged Property, or any portion thereof, by private sale if, and to the extent that, such private sale is permitted under the laws of the applicable jurisdiction or by public or private sale after entry of a judgment by any court of competent jurisdiction so ordering. The Mortgagor hereby irrevocably appoints the Mortgagee to be the attorney of the Mortgagor and in the name and on behalf of the Mortgagor after the occurrence and during the continuance of an Event of Default to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices which the Mortgagor ought to execute and deliver and do and perform any and all such acts and things which the Mortgagor ought to do and perform under the covenants herein contained and genenilly, to use the name of the Mortgagor in the exercise of all or any of the powers hereby conferred on the Mortgagee. At any such sale: (a) whether made under the power herein contained or any other legal enactment, or by virtue of any judicial proceedings or any other legal right, remedy or recourse, it shall not be necessary for the Mortgagee to have physically present, or to have constructive possession of, the Mortgaged Property (the Mortgagor hereby covenanting and agreeing to deliver to the Mortgagee any portion of the Mortgaged Property not actually or constructively possessed by the Mortgagee HTP ~ortgage_ v2_(Aug2007)[2] 14 000654 immediately upon demand by the Mortgagee) and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same had been actually present and delivered to purchaser at such sale, (b) each instrument of conveyance executed by the Mortgagee shall contain a general warranty of title, binding upon the Mortgagor and its successors and assigns, (c) each and every recital contained in any instrument of conveyance made by the Mortgagee shall conclusively establish the truth and accuracy of the matters recited therein, including, without limitation, nonpayment of the Obligations, advertisement and conduct of such sale in the manner provided herein and otherwise by law and appointment of any successor the Mortgagee hereunder, (d) any and all prerequisites to the validity thereof shall be conclusively presumed to have been performed, (e) the receipt of the Mortgagee or of such other party or officer making the sale shall be a sufficient discharge to the purchaser or purchasers for its purchase money and no such purchaser or purchasers, or its assigns or personal representatives, shall thereafter be obligated to see to the application of such purchase money, or be in any way answerable for any loss, misapplication or nonapplication thereof, and (f) to the fullest extent permitted by law, the Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, claim and demand whatsoever, either at law or in equity, in and to the property sold and such sale shall be a perpetual bar both at law and in equity against the Mortgagor, and against any and all other persons claiming or to claim the property sold or any part thereof, by, through or under the Mortgagor. Section 4.03 Partial Foreclosure. To the extent permitted by applicable law, the sale of less than the whole of the Mortgaged Property shall not exhaust the power of sale herein granted or the right to judicial foreclosure, and a successive sale or sales may be made until the whole of the Mortgaged Property shall be sold, and, if the proceeds of such sale of less than the whole of the Mortgaged Property shall be less than the aggregate of the Obligations and the expense of conducting such sale, this Mortgage and the liens and security interests hereof shall remain in full force and effect as to the unsold portion of the Mortgaged Property just as though no sale had been made; provided, however, that the Mortgagor shall never have any right to require the sale of less than the whole of the Mortgaged Property. In the event any sale hereunder is not completed or is defective in the opinion of the Mortgagee, such sale shall not exhaust the powers of sale hereunder or the right to judicial foreclosure, and the Mortgagee shall have the right to cause a subsequent sale or sales to be made. Section 4.04 Power of Sale. A POWER OF SALE HAS BEEN GRANTED IN TIDS MORTGAGE. A POWER OF SALE MAY ALLOW THE MORTGAGEE TO TAKE THE MORTGAGED PROPERTIES AND SELL THEM WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON DEFAULT BY THE MORTGAGOR UNDER TIDS MORTGAGE. WARNING: TIDS MORTGAGE CONTAINS A POWER OF SALE AND UPON DEFAULT MAY BE FORECLOSED BY ADVERTISEMENT. IN FORECLOSURE BY ADVERTISEMENT AND THE SALE OF THE MORTGAGED PROPERTY IN CONNECTION THEREWITH. NO HEARING IS REQUIRED AND THE ONLY NOTICE REQUIRED IS THE PUBLICATION OF NOTICE IN A LOCAL NEWSPAPER. HTP _Mortgage_ v2_(Aug2007)[2] 15 000655 Section 4.05 Receiver. In addition to all other remedies herein provided for, the Mortgagor agrees that, upon the occurrence of an Event of Default or any event or circumstance which, with the lapse of time or the giving of notice, or both, would constitute an Event of Default hereunder, the Mortgagee shall as a matter of right be entitled to the appointment of a receiver or receivers for all or any part of the Mortgaged Property, whether such receivership be incident to a proposed sale (or sales) of such property or otherwise, and without regard to the value of the Mortgaged Property or the solvency of any person or persons liable for the payment of the Obligations, and the Mortgagor does hereby consent to the appointment of such receiver or receivers, waives any and all defenses to such appointment, and agrees not to oppose any application therefor by the Mortgagee and agrees that such appointment shall in no manner impair, prejudice or otherwise affect the rights of the Mortgagee under Article II hereof. The Mortgagor expressly waives notice of a hearing for appointment of a receiver and the necessity for bond or an accounting by the receiver. Nothing herein is to be construed to deprive the Mortgagee or any Lender of any other right, remedy or privilege it may now or hereafter have under the law to have a receiver appointed. Any money advanced by the Mortgagee or any Lender in connection with any such receivership shall be a demand obligation (which obligation the Mortgagor hereby expressly promises to pay) owing by the Mortgagor to the Mortgagee or such Lender and shall bear interest from the date of making such advancement by the Mortgagee or such Lender until paid, at the Applicable Rate. Section 4.06 Personal Property Remedies. (a) Upon the happening and during the continuance of an Event of Default, the Mortgagee is and shall be entitled to all of the rights, powers and remedies afforded a secured party by the Uniform Commercial Code with respect to the Collateral, or the Mortgagee may proceed as to both the real and personal property covered hereby in accordance with the rights and remedies granted under this Mortgage in respect of the real property covered hereby. Without limiting the generality of the foregoing, the Mortgagee, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon the Mortgagor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Mortgagee or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Mortgagee or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in the Mortgagor, which right or equity is hereby waived and released. If an Event of Default shall occur and be continuing, the Mortgagor further agrees, at the Mortgagee's request, to assemble the Collateral and make it available to the Mortgagee at places which the Mortgagee shall reasonably select, whether at the Mortgagor's premises or elsewhere. Any such sale or transfer by the Mortgagee either to itself or to any other Person shall be absolutely free from any claim of right by the Mortgagor, including any equity or right of redemption, stay or appraisal which the Mortgagor has or may have under any rule of law, regulation or statute now HTP _Mortgage_ v2_(Aug2007)[2] 16 000656 existing or hereafter adopted. Upon any such sale or transfer, the Mortgagee shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Mortgagee shall apply the net proceeds of any action taken by it pursuant to this Section 4.06, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Mortgagee hereunder, including, without limitation, reasonable attorneys' fees and disbursements, to the payment in whole or in part of the Obligations, and only after such application and after the payment by the Mortgagee of any other amount required by any provision of law, including, without limitation, Section 9-615 of the Uniform Commercial Code, need the Mortgagee account for the surplus, if any, to the Mortgagor. To the extent permitted by applicable law, the Mortgagor waives all claims, damages and demands it may acquire against the Mortgagee or any Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. (b) In the event that the Mortgagee elects not to sell the Collateral, the Mortgagee retains its rights to dispose of or utilize the Collateral or any part or parts thereof in any manner authorized or permitted by law or in equity, and to apply the proceeds of the same towards payment of the Obligations. Each and every method of disposition of the Collateral described in this Mortgage shall constitute disposition in a commercially reasonable manner. The Mortgagee may appoint any Person as agent to perform any act or acts necessary or incident to any sale or transfer of the Collateral. (c) The Mortgagee may proceed as to the Mortgaged Property constituting Collateral in accordance with the Mortgagee's rights and remedies in respect to the Mortgaged Property or sell the Mortgaged Property constituting Collateral separately and without regard to the remainder of the Mortgaged Property in accordance with the Mortgagee's rights and remedies provided by this Mortgage, the other Loan Documents, the Uniform Commercial Code, as well as other rights and remedies at law or in equity. Section 4.07 Collections on Accounts. Etc. The Mortgagee hereby authorizes the Mortgagor to collect upon the Accounts, Instruments, Chattel Paper and Payment Intangibles subject to the Mortgagee's direction and control, and the Mortgagee may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. Upon the request of the Mortgagee at any time after the occurrence and during the continuance of an Event of Default, the Mortgagor shall notify the Account Debtors that the applicable Accounts, Chattel Paper and Payment Intangibles have been assigned to the Mortgagee, and that payments in respect thereof shall be made directly to the Mortgagee. The Mortgagee may in its own name or in the name of others communicate with the Account Debtors to verify with them to its satisfaction the existence, amount and terms of any Accounts, Chattel Paper or Payment Intangibles. Section 4.08 Proceeds. If required by the Mortgagee at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, Instruments, Chattel Paper and Payment Intangibles, when collected or received by the Mortgagor, and any other cash or non-cash Proceeds received by the Mortgagor upon the sale or other disposition of HTP _Mortgage_ v2_(Aug2007)[2] 17 00065Þ7 any Collateral, shall be forthwith (and, in any event, within two (2) Business Days) deposited by the Mortgagor in the exact form received, duly indorsed by the Mortgagor to the Mortgagee if required, in a special collateral account maintained by the Mortgagee, subject to withdrawal by the Mortgagee only, as hereinafter provided, and, until so turned over, shall be held by the Mortgagor in trust for the Mortgagee, segregated from other funds of the Mortgagor. All Proceeds (including, without limitation, Proceeds constituting collections of Accounts, Chattel Paper, Instruments) while held by the Mortgagee (or by the Mortgagor in trust for the Mortgagee) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. If an Event of Default shall have occurred and be continuing, at any time at the Mortgagee's election, the Mortgagee shall apply all or any part of the funds on deposit in said special collateral account on account of the Obligations in such order as the Mortgagee may elect, and any part of such funds which the Mortgagee elects not so to apply and deems not required as collateral security for the Obligations shall be paid over from time to time by the Mortgagee to the Mortgagor or to whomsoever may be lawfully entitled to receive the same. Section 4.09 The Mortgagee and Agents. The Mortgagee or its successor or substitute may appoint or delegate anyone or more Persons as agent to perform any act or acts necessary or incident to any sale held by the Mortgagee, including, without limitation, the posting of notices and the conduct of sale, but in the name and on behalf of the Mortgagee or its successor or substitute, as applicable. If the Mortgagee or its successor or substitute shall have given notice of sale hereunder, any successor or substitute to such Person thereafter appointed may complete the sale and the conveyance of the property pursuant thereto as if such notice had been given by the successor or substitute conducting the sale. Section 4.10 Foreclosure for Installments. The Mortgagee shall also have the option to proceed with foreclosure in satisfaction of any installments of the Obligations which have not been paid when due through the courts in satisfaction of the matured but unpaid portion of the Obligations as if under a full foreclosure, conducting the sale as herein provided and without declaring the entire principal balance and accrued interest due; such sale may be made subject to the unmatured portion of the Obligations, and any such sale shall not in any manner affect the unmatured portion of the Obligations, but as to such unmatured portion of the Obligations this Mortgage shall remain in full force and effect just as though no sale had been made hereunder. It is further agreed that several sales may be made hereunder without exhausting the right of sale for any unmatured part of the Obligations, it being the purpose hereof to provide for a foreclosure and sale of the security for any matured portion of the Obligations without exhausting the power to foreclose and sell the Mortgaged Property or the Collateral for any subsequently maturing portion of the Obligations. Section 4.11 Separate Sales. The Mortgaged Property and the Collateral may be sold in one or more parcels and to the extent permitted by applicable law in such manner and order as the Mortgagee, in its sole discretion, may elect, it being expressly understood and agreed that the right of sale arising out of any Event of Default shall not be exhausted by anyone or more sales. Section 4.12 The Mortgagee as Purchaser. The Mortgagee shall have the right to become the purchaser at any sale held in foreclosure of the liens evidenced hereby, and any such party purchasing at any such sale shall have the right to credit upon the amount of the bid made HTP _Mortgage_ v2_(Aug2007)[2] 18 000658 therefor, to the extent necessary to satisfy such bid, the Obligations owing to such party, or if such party holds less than all of such Obligations, the pro rata part thereof owing to such party, accounting to all other parties not joining in such bid in cash for the portion of such bid or bids apportionable to such non-bidding parties. Section 4.13 Possession of the Mortgag:ed Property and Collateral. The Mortgagor agrees to the full extent that it lawfully may, that, in case one or more of the Events of Default shall have occurred and shall not have been remedied, then, and in every such case, the Mortgagee shall have the right and power to enter into and upon and take possession of all or any part of the Mortgaged Property or the Collateral in the possession of the Mortgagor, its successors or assigns, or its or their agents or servants, and may exclude the Mortgagor, its successors or assigns, and all Persons claiming under the Mortgagor, and its or their agents or servants wholly or partly therefrom; and, holding the same, the Mortgagee may use, administer, manage, operate and control the Mortgaged Property or the Collateral and conduct the business thereof to the same extent as the Mortgagor, its successors or assigns, might at the time do and may exercise all rights and powers of the Mortgagor, in the name, place and stead of the Mortgagor, or otherwise as the Mortgagee shall deem best. All out-of-pocket or reasonable and customary costs, expenses and liabilities incurred by the Mortgagee in administering, managing, operating, and controlling the Mortgaged Property or the Collateral shall constitute a demand obligation (which obligation the Mortgagor hereby expressly promises to pay) owing by the Mortgagor to the Mortgagee and shall bear interest from date of expenditure until paid at the Applicable Rate, all of which shall constitute a portion of the Obligations and shall be secured by this Mortgage and all other Security Instruments. Section4.14 Occupancy After Foreclosure. In the event there is a foreclosure sale hereunder and at the time of such sale the Mortgagor or the Mortgagor's heirs, devisees, representatives, successors or assigns or any other Person claiming any interest in the Mortgaged Property or the Collateral by, through or under the Mortgagor, are occupying or using the Mortgaged Property or the Collateral or any part thereof, each and all shall immediately become the tenant of the purchaser at such sale, which tenancy shall be a tenancy from day to day, terminable at the will of either the landlord or tenant, or at a reasonable rental per day based upon the value of the property occupied, such rental to be due daily to the purchaser; to the extent permitted by applicable law, the purchaser at such sale shall, notwithstanding any language herein apparently to the contrary, have the sole option to demand immediate possession following the sale or to permit the occupants to remain as tenants at will. In the event the tenant fails to surrender possession of said property upon demand, the purchaser shall be entitled to institute and maintain a summary action for possession of the Mortgaged Property or the Collateral (such as an action for forcible entry and detainer) in any court having jurisdiction. Section 4.15 Remedies Cumulative. Concurrent and Nonexclusive. Each and every right, power, privilege and remedy shall be cumulative and in addition to those granted to the Mortgagee under this Mortgage, any other Loan Document and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights, remedies, powers and privileges of a secured party under the applicable Uniform Commercial Code (whether the Uniform Commercial Code is in effect in the jurisdiction where such rights, remedies, powers or privileges are asserted) or any other applicable law or otherwise available at law or equity; each and every right, power, privilege and remedy whether specifically herein given or otherwise HTP _Mortgage_ v2_(Aug2007)[2] 19 000659 existing may be exercised from time to time and so often and in such order as may be deemed expedient by the Mortgagee and the exercise, or the beginning of the exercise, or the abandonment, of any such right, power, privilege or remedy shall not be deemed a waiver of the right to exercise, at the same time or thereafter any other right, power, privilege or remedy. No delay or omission by the Mortgagee in the exercise of any right, power, privilege or remedy shall impair any such right, power, privilege or remedy or operate as a waiver thereof or of any other right, power, privilege or remedy then or thereafter existing. Section 4.16 No Release of Obligations. Neither the Mortgagor nor any other Person hereafter obligated for payment of all or any part of the Obligations shall be relieved of such obligation by reason of (a) the failure of the Mortgagee to comply with any request of the Mortgagor or any other Person so obligated to foreclose the lien of this Mortgage or to enforce any provision hereunder or under the Note; (b) the release, regardless of consideration, of the Mortgaged Property or the Collateral or any portion thereof or interest therein or the addition of any other Property to the Mortgaged Property or the Collateral or the release of any other collateral or credit support arrangement securing the Obligations; (c) the release, regardless of consideration, of any party liable, either directly or indirectly, for the Obligations or for any covenant herein or in any other Loan Document; (d) any agreement or stipulation between any subsequent owner of the Mortgaged Property and the Mortgagee extending, renewing, rearranging or in any other way modifying the terms of this Mortgage without first having obtained the consent of, given notice to or paid any consideration to the Mortgagor or such other Person, and in such event the Mortgagor, guarantor and all such other Persons shall continue to be liable to make payment according to the terms of any such extension or modification agreement unless expressly released and discharged in writing by the Mortgagee; or (e) by any other act or occurrence save and except the complete payment of the Obligations and the complete fulfillment of all obligations hereunder and under the Note. The Mortgagor authorizes the Mortgagee, without notice or demand and without any reservation of rights against the Mortgagor and without affecting the Mortgagor's liability hereunder or on the Obligations, and without impairing the Liens and rights of the Mortgagee hereunder, from time to time to (i) take or hold any other Property of any type from any other Person as security for the Obligations, and exchange, enforce, waive and release any or all of such other Property; (ii) apply the Mortgaged Property or such other Property and direct the order or manner of sale thereof as the Mortgagee may in its discretion determine; (iii) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any other Person liable on the Obligations in respect to any or all of the Obligations or other security for the Obligations; (iv) waive, enforce, modify, amend or supplement any of the provisions of any Loan Document with any Person other than the Mortgagor and (v) release or substitute any other Person liable on the Obligations. The Liens and other security rights of the Mortgagee hereunder shall not be impaired by any indulgence, moratorium or release granted by the Mortgagee including, but not limited to, any renewal, extension or modification which the Mortgagee may grant with respect to any of the Obligations, or any surrender, compromise, release, renewal, extension, exchange or substitution which the Mortgagee may grant in respect of the Mortgaged Property or any part thereof or any interest therein, or any release or indulgence granted to any endorser, guarantor or surety of any of the Obligations. To the maximum extent permitted by law, all rights of the Mortgagor, all security int~rests hereunder, and all obligations of the Mortgagor hereunder, shall be absolute and unconditional irrespective of: (A) any lack of validity or enforceability of any of the Obligations or any other agreement or instrument relating thereto, including any of the Loan HTP _Mortgage_ v2_(Aug2007)[2] 20 000660 Documents; (B) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other amendment or waiver of or any consent to any departure from any of the Loan Documents, or any other agreement or instrument relating thereto; (C) any exchange, release, or non-perfection of any other collateral, or any release or amendment or waiver of or consent to departure from any guaranty for all or any of the Obligations or (D) any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Mortgagor. Each successor and assign of the Mortgagor, including without limitation, a holder of a Lien subordinate to the Lien created hereby (without implying that the Mortgagor has, except as expressly provided herein, a right to grant an interest in, or a subordinate Lien on, the Mortgaged Property), by acceptance of its interest or Lien agrees that it shall be bound by the waivers contained herein, as if it gave the waiver itself. Section 4.17 Release of and Resort to Collateral. The Mortgagee may release, regardless of consideration, any part of the Mortgaged Property or the Collateral without, as to the remainder, in any way impairing, affecting, subordinating or releasing the Lien or security interest created in or evidenced by this Mortgage or its stature as a first and prior Lien and security interest in and to the Mortgaged Property and the Collateral, and without in any way releasing or diminishing the liability of any Person or entity liable for the repayment of the Obligations. For payment of the Obligations, the Mortgagee may resort to any other security therefor held by the Mortgagee in such order and manner as the Mortgagee may elect. Section 4.18 Certain Waivers. To the fullest extent permitted by law, the Mortgagor hereby irrevocably and unconditionally waives and releases (a) all benefits that might accrue to the Mortgagor by virtue of any present or future moratorium law or other law exempting the Mortgaged Property or the Collateral from attachment, levy or sale on execution or providing for any appraisement, valuation, stay of execution, exemption from civil process, redemption or extension of time for payment; (b) all notices of any default or of the Mortgagee's intention to accelerate maturity of the Obligations or of the Mortgagee's election to exercise or its actual exercise of any right, remedy or recourse provided for hereunder or under the Note; (c) any rights, legal and equitable, to a marshalling of assets or a sale in inverse order of alienation (the Mortgagor acknowledges and agrees that in exercising any rights under or with respect to the Mortgaged Property or the Collateral, the Mortgagee is under no obligation to marshal any Mortgaged Property or Collateral; the Mortgagee may, in its absolute discretion, realize upon the Mortgaged Property in any order and in any manner it so elects and may, in its absolute discretion, apply the proceeds of any or all the Mortgaged Property or the Collateral to the Obligations in any order and in any manner it so elects); (d) any right to require the Mortgagee to proceed against any other Person, exhaust any Mortgaged Property or any Collateral or other security for the Obligations, or to have any other Person liable on the Obligations joined with the Mortgagor in any suit arising out of the Obligations or this Agreement, or pursue any other remedy in the Mortgagee's power; (e) until all of the Obligations shall have been paid in full in cash, any right to subrogation and the Mortgagor waives the right to enforce any remedy which the Mortgagee has or may hereafter have against any other Person liable on the Obligations, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by the Mortgagee; (f) any and all legal rights which might otherwise require the Mortgagee to enforce its rights by judicial process; (g) and the Mortgagor agrees not to assert any rights or privileges which it may acquire under the Uniform Commercial Code, any analogous common law rights or privileges or any other applicable law; (h) the right to plead any HTP _Mortgage_ v2_(Aug2007)[2] 21 000661 and all statutes of limitation as a defense to any demand secured by or made pursuant to this Mortgage; (i) all claims, damages and demands it may acquire against the Mortgagee arising out of the exercise by them of any rights hereunder; (j) any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Mortgagee upon the provision of collateral contemplated hereby or acceptance of the provision of collateral contemplated hereby; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the provision of collateral contemplated hereby and no notice of creation of the Obligations or any extension of credit already or hereafter contracted by or extended to the Mortgagor or any other Person need be given to the Mortgagor; (k) any and all notice of the creation, modification, rearrangement, renewal or extension for any period of any of the Obligations of any other Person liable on the Obligations from time to time; (1) any and all notice to the Mortgagor of the acceptance of this Mortgage and of the making, renewing or assignment of the Obligations and each item thereof, acceptance on the part of the Mortgagee being conclusively presumed by their request for this Mortgage and delivery of the same to the Mortgagee; (m) any defense arising by reason of any disability or other defense of any other Person or by reason of the cessation from any cause whatsoever of the liability of any other Person; and (n) diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Mortgagor with respect to the Obligations and any other notice of any kind whatsoever. If any law referred to in this Mortgage and now in force, of which the Mortgagor or its successor or successors might take advantage despite the provisions hereof, shall hereafter be repealed or cease to be in force, such law shall thereafter be deemed not to constitute any part of the contract herein contained or to preclude the operation or application of the provisions hereof. Section 4.19 Discontinuance of Proceedings. In case the Mortgagee shall have proceeded to invoke any right, remedy or recourse permitted hereunder or under the Note and shall thereafter elect to discontinue or abandon same for any reason, the Mortgagee shall have the unqualified right so to do and, in such an event, the Mortgagor and the Mortgagee shall be restored to their former positions with respect to the Obligations, this Mortgage, the Note, the Mortgaged Property and the Collateral and otherwise, and the rights, remedies, recourses and powers of the Mortgagee shall continue as if same had never been invoked. Section 4.20 Application of Proceeds. The proceeds of any sale of the Mortgaged Property or the Collateral or any part thereof and all other monies received by the Mortgagee in any proceedings for the enforcement hereof, whose application has not elsewhere herein been specifically provided for, shall be applied first to the payment of all reasonable expenses incurred by the Mortgagee incident to the enforcement of this Mortgage, the Note or any of the Obligations (including, without limiting the generality of the foregoing, expenses of any entry or taking of possession, of any sale, of advertisement thereof, and of conveyances, and court costs, compensation of agents and employees, legal fees and a reasonable commission to the Mortgagee acting), and to the payment of all other reasonable charges, expenses, liabilities and advances incurred or made by the Mortgagee under this Mortgage or in executing any power hereunder; an then as provided in the Note. Section 4.21 Indemnity. IN CONNECTION WITH ANY ACTION TAKEN BY THE MORTGAGEE PURSUANT TO THIS MORTGAGE, THE MORTGAGEE, EACH HTP _Mortgage_ v2_(Aug2007)[2] 22 000662 AGENT, AND THEIR OFFICERS, DIRECTO~, EMPLOYEES, REPRESENTATIVES, AGENTS, ATTORNEYS, ACCOUNTANTS AND EXPERTS ("INDEMNIFIED PARTIES") SHALL NOT BE LIABLE FOR ANY LOSS SUSTAINED BY THE MORTGAGOR RESULTING FROM AN ASSERTION THAT THE MORTGAGEE HAS RECEIVED FUNDS FROM THE PRODUCTION OF HYDROCARBONS CLAIMED BY TIDRD PERSONS OR ANY ACT OR OMISSION OF ANY INDEMNIFIED PARTY IN ADMINISTERING, MANAGING, OPERATING OR CONTROLLING THE MORTGAGED PROPERTY OR THE COLLATERAL INCLUDING SUCH LOSS WIDCH MAY RESULT FROM THE ORDINARY NEGLIGENCE OF AN INDEMNIFIED PARTY UNLESS SUCH LOSS IS CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF AN INDEMNIFIED PARTY, NOR SHALL THE MORTGAGEE AND ANY OTHER INDEMNIFIED PARTY BE OBLIGATED TO PERFORM OR DISCHARGE ANY OBLIGATION, DUTY OR LIABILITY OF THE MORTGAGOR. THE MORTGAGOR SHALL AND DOES HEREBY AGREE TO INDEMNIFY EACH INDEMNIFIED PARTY FOR, AND TO HOLD EACH INDEMNIFIED PARTY HARMLESS FROM, ANY AND ALL LIABILITY, LOSS OR DAMAGE WIDCH MAY OR MIGHT BE INCURRED BY ANY INDEMNIFIED PARTY BY REASON OF TIDS MORTGAGE OR THE EXERCISE OF RIGHTS OR REMEDIES HEREUNDER; SHOULD THE MORTGAGEE MAKE ANY EXPENDITURE ON ACCOUNT OF ANY SUCH LIABILITY, LOSS OR DAMAGE, THE AMOUNT THEREOF, INCLUDING COSTS, EXPENSES AND REASONABLE OUT OF POCKET ATTORNEYS' FEES, SHALL BE A DEMAND OBLIGATION (WIDCH OBLIGATION THE MORTGAGOR HEREBY EXPRESSLY PROMISES TO PAY) OWING BY THE MORTGAGOR TO THE MORTGAGEE AND SHALL BEAR INTEREST FROM THE DATE EXPENDED UNTIL PAID AT THE APPLICABLE RATE, SHALL BE A PART OF THE OBLIGATIONS AND SHALL BE SECURED BY TIDS MORTGAGE AND ANY OTHER SECURITY INSTRUMENT. THE MORTGAGOR HEREBY ASSENTS TO, RATIFIES AND CONFIRMS ANY AND ALL ACTIONS OF THE MORTGAGEE WITH RESPECT TO THE MORTGAGED PROPERTY OR THE COLLATERAL TAKEN UNDER TIDS MORTGAGE. THE LIABILITIES OF THE MORTGAGOR AS SET FORTH IN TIDS SECTION 4.21 SHALL SURVIVE THE TERMINATION OF TIDS MORTGAGE. Section 4.22 The Mortgagee Not "Mortgagee-In-Possession". It is understood and agreed that neither the assignment of Hydrocarbons, products therefrom, revenues and proceeds to the Mortgagee pursuant to Section 2.01 nor the exercise by the Mortgagee of any of its rights or remedies hereunder shall be deemed to make the Mortgagee a "Mortgagee-in-possession" or otherwise responsible or liable in any manner with respect to the Mortgaged Property or the use, occupancy, enjoyment or operation of all or any portion thereof, nor shall appointment of a receiyer for the Mortgaged Property by any court at the request of the Mortgagee or by agreement with the Mortgagor or the entering into possession of the Mortgaged Property or any part thereof by such receiver be deemed to make the Mortgagee a "Mortgagee-in-possession" or otherwise responsible or liable in any manner with respect to the Mortgaged Property or the use, occupancy, enjoyment or operation of all or any portion thereof. Section 4.23 The Mortgagee Attorney In Fact. The Mortgagor hereby irrevocably constitutes and appoints the Mortgagee the attorney in fact of the Mortgagor, and in such HTP _Mortgage_ v2_(Aug2007)[2] 23 000663 capacity, the Mortgagee, its counselor its representative, may from time to time, execute, deliver and file with the appropriate filing officer or office such security agreements, financing statements, continuation statements, amendments, other filing or recording documents or instruments as the Mortgagee may request or require, in such form as the Mortgagee reasonably determines appropriate, in order to impose, perfect, protect, preserve the priority of, or enforce, the Liens on the Collateral. ARTICLE V Miscellaneous Section 5.01 Scope of Mortgage. This Mortgage is a mortgage of both real and personal property, a security agreement, a financing statement and an assignment, and also covers proceeds and fIxtures. Section 5.02 Place of Payment. All of the Obligations which may be owing hereunder at any time by the Mortgagor shall be payable at the place designated in the Loan Agreement (or if no such designation is made, at the address of the Mortgagee), or at such other place as the Mortgagee may designate in writing. Section 5.03 Release of Mortgage. If all of the Obligations secured hereby shall be indefeasibly paid in full in cash, the Mortgagee shall forthwith cause reconveyance, satisfaction and discharge of this Mortgage to be entered upon the record at the expense of the Mortgagor and shall execute and deliver or cause to be executed and delivered such instruments of reconveyance, satisfaction and reassignment as may be appropriate. Otherwise, this Mortgage shall remain and continue in full force and effect. Section 5.04 Partial Releases. If any of the Mortgaged Property or the Collateral shall be sold, transferred or otherwise disposed of by the Mortgagor in a transaction permitted by the Note, then the Mortgagee, at the request and sole expense of the Mortgagor, shall promptly execute and deliver to the Mortgagor all releases or other documents reasonably necessary or desirable for the release of the Liens created hereby on the Mortgaged Property or the Collateral, as the case may be. Section 5.05 Acts Not Constituting Waiver. Any default may be waived without waiving any other prior or subsequent default. Any default may be remedied without waiving the default remedied. Neither failure to exercise, nor delay in exercising, any right, power or remedy upon any default shall be construed as a waiver of such default or as a waiver of the right to exercise any such right, power or remedy at a later date. No single or partial exercise of any right, power or remedy hereunder shall exhaust the same or shall preclude any other or further exercise thereof, and every such right, power or remedy hereunder may be exercised at any time and from time to time. No modification or waiver of any provision hereof nor consent to any departure by the Mortgagor therefrom shall in any event be effective unless the same shall be in writing and signed by the Mortgagee, as specified in and in accordance with the Note, and then such waiver or consent shall be effective only in the specific instances, for the purpose for which given and to the extent therein specified. No notice to nor demand on the Mortgagor in any case shall of itself entitle the Mortgagor to any other or further notice or demand in similar or other circumstances. Acceptance of any payment in an amount less than the amount then due on any HTP _Mortgage_ v2_(Aug2007)[2] 24 Obligations shall be deemed an acceptance on account only and shall not in any way excuse the existence of a default hereunder. 000664 Section 5.06 Severability. If any provision hereof is invalid or unenforceable in any jurisdiction, the other provisions hereof shall remain in full force and effect in such jurisdiction and the remaining provisions hereof shall be liberally construed in favor of the Mortgagee in order to effectuate the provisions hereof, and the invalidity or unenforceability of any provision hereof in any jurisdiction shall not affect the validity or enforceability of any such provision in any other jurisdiction. Section 5.07 Satisfaction of Prior Encumbrance. To the extent that proceeds of the Note are used to pay indebtedness secured by any outstanding Lien, security interest, charge or prior encumbrance against the Mortgaged Property, such proceeds have been advanced by the Mortgagee at the Mortgagor's request, and the Mortgagee shall be subrogated to any and all rights, security interests and Liens owned by any owner or holder of such outstanding Liens, security interests, charges or encumbrances, irrespective of whether said Liens, security interests, charges or encumbrances are released, and it is expressly understood that, in consideration of the payment of such other indebtedness by the Mortgagee, the Mortgagor hereby waives and releases all demands and causes of action for offsets and payments to, upon and in connection with the said indebtedness. Section 5.08 Nature of Covenants. The covenants and agreements herein contained shall constitute covenants running with the land and interests covered or affected hereby and shall be binding upon the heirs, legal representatives, successors and assigns of the parties hereto. Section 5.09 Notices. All notices, requests, consents, demands and other communications required or permitted hereunder shall be in writing and shall be deemed sufficiently given or furnished if delivered by registered or certified United States mail, postage prepaid, or by personal service (including express or courier service) at the addresses specified at the end of this Mortgage (unless changed by similar notice in writing given by the particular party whose address is to be changed). Any such notice or communication shall be deemed to have been given either at the time of personal delivery or, in the case of delivery at the address and in the manner provided herein, upon receipt; provided that, service of notice as required by the laws of any state in which portions of the Mortgaged Property may be situated shall for all purposes be deemed appropriate and sufficient with the giving of such notice. Section 5.10 Counterparts. This Mortgage is being executed in several counterparts, all of which are identical, except that to facilitate recordation, if the Mortgaged Property is situated in more than one county, descriptions of only those portions of the Mortgaged Property located in the county in which a particular counterpart is recorded shall be attached as Exhibit A thereto. An Exhibit A containing a description of all Mortgaged Property wheresoever situated will be attached to that certain counterpart to be attached to a Financing Statement and filed with the Secretary of State of Wyoming in the Uniform Commercial Code Records. Each of such counterparts shall for all purposes be deemed to be an original and all such counterparts shall together constitute but one and the same instrument. HTP _Mortgage_ v2_(Aug2007)[2] 25 000665 Section5.11 Governing Law. INSOFAR AS PERMITTED BY OTHERWISE APPLICABLE LAW, TillS MORTGAGE AND THE OBLIGATIONS SHALL BE CONSTRUED UNDER AND GOVERNED BY THE LAWS OF THE STATE OF WYOMING (EXCLUDING CHOICE OF LAW AND CONFLICT OF LAW RULES); PROVIDED, HOWEVER, THAT, WITH RESPECT TO ANY PORTION OF THE MORTGAGED PROPERTY OR COLLATERAL LOCATED OUTSIDE OF THE STATE OF WYOMING, THE LAWS OF THE PLACE IN WillCH SUCH PROPERTY IS OR IS DEEMED TO BE LOCATED IN, OR OFFSHORE ADJACENT TO (AND STATE LAW MADE APPLICABLE AS A MATTER OF FEDERAL LAW), SHALL APPLY TO THE EXTENT OF PROCEDURAL AND SUBSTANTIVE MATTERS RELATING ONLY TO THE CREATION, PERFECTION, FORECLOSURE OF LIENS AND ENFORCEMENT OF RIGHTS AND REMEDIES AGAINST THE MORTGAGED PROPERTY OR COLLATERAL. Section 5.12 Exculpation Provisions. EACH OF THE PARTIES HERETO SPECIFICALLY AGREES THAT IT HAS A DUTY TO READ TillS MORTGAGE; AND AGREES THAT IT IS CHARGED WITH NOTICE AND KNOWLEDGE OF THE TERMS OF TillS MORTGAGE; THAT IT HAS IN FACT READ TIDS MORTGAGE AND IS FULLY INFORMED AND HAS FULL NOTICE AND KNOWLEDGE OF THE TERMS, CONDITIONS AND EFFECTS OF TIDS MORTGAGE; THAT IT HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF ITS CHOICE THROUGHOUT THE NEGOTIATIONS PRECEDING ITS EXECUTION OF THIS MORTGAGE; AND HAS RECEIVED THE ADVICE OF ITS ATTORNEY IN ENTERING INTO TillS MORTGAGE; AND THAT IT RECOGNIZES THAT CERTAIN OF THE TERMS OF TIDS MORTGAGE RESULT IN ONE PARTY ASSUMING THE LIABILITY INHERENT IN SOME ASPECTS OF THE TRANSACTION AND RELIEVING THE OTHER PARTY OF ITS RESPONSffiILITY FOR SUCH LIABILITY. EACH PARTY HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF TIDS MORTGAGE ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT "CONSPICUOUS." Section 5.13 Terms Generally; Rules of Construction. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation". The word "will" shall be construed to have the same meaning and effect as the word "shall". Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any law shall be construed as referring to such law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time, (c) any reference herein to any Person shall be construed to include such Person's successors and assigns (subject to the restrictions contained herein), (d) the words "herein", "hereof' and "hereunder", and words of similar import, shall be construed to refer to this HTP _Mortgage_ v2_(Aug2007)[2] 26 000666 Agreement in its entirety and not to any particular provision hereof, (e) with respect to the determination of any time period, the word "from" means "from and including" and the word "to" means "to and including" and (f) any reference herein to Articles, Sections or Exhibits shall be construed to refer to Articles and Sections of, or Exhibits to, this Mortgage. No provision of this Mortgage or any other Loan Document shall be interpreted or construed against any Person solely because such Person or its legal representative drafted such provision. Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with anyone covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant. Where any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person. Section 5.14 Recording. The Mortgagor will cause this Mortgage and all amendments and supplements thereto and substitutions therefor and all financing statements and continuation statements relating thereto to be recorded, filed, re-recorded and refiled in such a manner and in such places as the Mortgagee shall reasonably request and will pay all such recording, filing, re- recording and refiling taxes, fees and other charges. Section 5.15 Application of Payments to Certain Obligations. If any part of the Obligations cannot be lawfully secured by this Mortgage or if any part of the Mortgaged Property cannot be lawfully subject to the lien and security interest hereof to the full extent of the Obligations, then all payments made shall be applied on said Obligations first in discharge of that portion thereof which is not secured by this Mortgage. Section 5.16 Compliance with Usury Laws. It is the intention of the parties hereto that the Mortgagee and all Lenders conform strictly to usury laws applicable to them, and this Mortgage is expressly made subject to the provisions of the Note pertaining to applicable usury laws. In furtherance thereof, it is stipulated and agreed that none of the terms and provisions contained herein shall ever be construed to create a contract to pay, for the use, forbearance or detention of money, interest in excess of the maximum amount of interest permitted to be charged by applicable law from time to time in effect, and neither the Mortgagor nor any present or future guarantors, endorsers or other parties now or hereafter becoming liable for payment of the Obligations shall ever be liable for unearned interest thereon or shall ever be required to pay interest thereon in excess of the maximum interest that may be lawfully charged under applicable law from time to time in effect; reference is made to the Note for further provisions with respect thereto. HTP _Mortgage_ v2_(Aug2007)[2] 27 000667 WITNESS THE EXECUTION HEREOF, the undersigned has executed this Mortgage as of the date fIrst set forth above. Mortgagor: HORSETRAP PARTNERS, LLC BY:W) C!L¡ Name: Phil Andersch Title: Manager CHIPSHOT INVESTORS, LLC \5J{d By: ---- (Jl . j ,,) Name: Phil Andersch Title: Manager The name, address and taxpayer identification number of the Debtor/Mortgagor is: HORSETRAP PARTNERS, LLC Tax J.D. No. 1345 NW Wall Street, Suite 100 Bend, Oregon 97701 Phone: (541) 389-5800 Fax: (541) 388-0377 The name and address of the Secured Party/Mortgagee is: Casino Credit Corporation 2533 N Carson Street, Suite 1077 Carson City, Nevada 89706 Phone: (775) 887-0693 Signature Page - Mortgage lof2 I~ -~ - - - - - ~~';.~ .~;.; - -1 . CommllllOn t# 1 "0061 i Notary PubliC· California I Sacramento County . J' *eomm..a19.2011 I ~_~~~_ ~~~ _~J.I,. CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT ~~~2!Ñ!>~~~ State of California } 000668 5ac:. r~A·Q On (O 5~le d-øo 1- before me, 3" Ci Me..-J personally appeared p~; I ~f~ County of ~hJ(~, - 0 9ussr::Ially knnwn to m'i r - i - - - - - - - - - ~ - - ~ - - -I fit JAMES M. IIRIY Commllllon # 17.0061 i Notary PuÞIIc . CaIIfomIa I I~~~~: 4.;;n;;~,~ J ~or proved to me on the basis of satisfactory evidence) to be the personJsf1Nhose name..ÇerÎshtFQ.subscribed to the within instrument and acknowledged to me that he~ executed the same in hi~I/'th8ú" authorized capaci~and that by hi~ signatur~ on the instrument the perso~ or the entity upon behalf of which the perso~acted, executed the instrument. A ~- ~d íì 1 tv;- ~<'-<- PtLre- 0 ~£<-r5' ~ho')5 ~ > Place No&rYSeal Above Signature OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached DocumEJnt _ I Title or Type of Document: H.ori r c¿i.e. - L ~ Jlú..fen:. ( Document Date: 10 f ef +. 7øo ""T Signer(s) Other Than Named Above: fV J A- I kl £s-b-k krl-1r~1 Q, 5 / ptc!~S ~)v.. s . GA Ae-~ted7\ Number of Pages: Capacity(ies) Clai~qd I?v s~er(s) ~ Signer's Name: Y h, (14- ;:+/1\ S-\,,~ o Individual o Corporate Officer - Title(s): o Partner - 0 Limited 0 General o Attorney in Fact o Trustee o Guardian or Conservator Æ Other: H CvI'\.t::&-1 e..r Signer's Name: o Individual o Corporate Officer - Title(s): o Partner - 0 Limited 0 General o Attorney in Fact o Trustee o Guardian or Conservator o Other: RIGHTTHUMBPRINT OF SIGNER RIGHTTHUMBPRINT OF SIGNER Top of thumb here Top of thumb here Signer Is Representing: ~~~~~~ @ 2006 National Notary Association· 9350 De Solo Ave., P.O. Box 2402· Chatsworlh. CA 91313-2402 Item No. 5907 v609 Reorder: Call Toll-Free 1-800-876-6827 . 0839922 EXHffiIT A Hydrocarbon Property See the attached. . . Exhibit A-I 829 000669 . "'tJ .~ Q. \) N 0899~~~ '~. 8j 0 01 ... ~ =E a ( ) ::¡, IE: ~ ¡: CD o g: s: [ ~ if g, ~ CD ~. ~ z ... ... 01 =E ... ~ .þo ~ it ~ ¡: ~ '" c: ::I ~ rn ¡¡ if g, » ä! ä' ~ z ... ... 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