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HomeMy WebLinkAbout936255 LEASEHOLD MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND FIXTURE FILING \ 000827 This Leasehold Mortgage, Assignment of Leases and Rents and Fixture Filing ("Mortgage") is made as of the 4th day of January, 2008, between Double L Aviation, LLC, a Wyoming limited liability company, and having its principal place of business and post office address at P.O. Box 375 Freedom, WY 83120 (the "Mortgagor"), and Bank of Jackson Hole, having an address at 990 West Broadway, Jackson, Wyoming, 83001, mailing address is P.O. Box 7000 Jackson, Wyoming, 83002 (the "Mortgagee"). WITNESSETH, that to secure the payment of an indebtedness in the sum of four hundred twelve thousand five hundred dollars and no cents ($412,500.00) as evidenced by a Promissory Note of even date herewith and all renewals, modifications and extensions thereof, the Mortgagor hereby mortgages to the Mortgagee all of Mortgagor's right, title and interest in and to that certain Ground Lease (the "Ground Lease") together with all substitutions, modifications, renewals and extensions thereof made effective October 25, 2007 by and between Afton-Lincoln County Airport Joint Powers Board, as lessor, and Double L Aviation, LLC, a Wyoming limited liability company, as lessee, covering the real property described as Hangar 25 Afton-Lincoln County Airport, Afton, Wyoming. See exhibit "A" attached hereto and made a part hereof. Together with and including all buildings and improvements now or hereafter owned and attached to or contained in and used in connection with the Ground Lease thereon and all appurtenances, hereditaments, and fixtures thereunto belonging. Subject to all covenants, conditions, restrictions, easements, reservations, encumbrances, rights and rights-of-way of sight and/or record (the "Premises"). (i) Together with Mortgagor's interest as lessee in and to the Ground Lease and all Rents therefrom. (ii) Together with all licenses, authorizations, certificates, variances, consents, approvals and other permits or agreements now or hereafter pertaining to the Premises and Ground Lease, and all estate, right, title and interest of Mortgagor into, under or derived from all trade names or business names relating to the Premises or the present or future development, construction, operation or use of the Premises. (iii) All of the items referenced in this Paragraph shall be co llecti vely referred to as "the Property." And the Mortgagor covenants with the Mortgagee as follows: 1. Payment. The Mortgagor shall pay the indebtedness hereby secured. 2. Prepayment. The Mortgagor shall have the privilege of paying principal sums plus accrued interest, at any time without premium or penalty of any kind, and it is understood and agreed that any such prepayment shall be credited first to accrued interest and the balance to principal in the inverse order of when due. 3. Preservation of Property. The Mortgagor shall not do anything on or in connection with the Property which may impair Mortgagee's security hereunder. Mortgagor will not commit, permit or suffer any waste, impairment, or deterioration of the Property and the Property shall be continuously maintained, in good and sightly order, repair and condition by Mortgagor at his expense. Mortgagor shall keep the Property free from mechanics' liens or other liens and claims for liens. RECEIVED 1/15/2008 at 10:25 AM RECEIVING # 936255 BOOK: 683 PAGE: 827 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY ~ Jy 000828 4. Taxes and Other Charges. The Mortgagor shall pay all ground rents, taxes, assessments, sewer rents, water rates, all governmental, quasi-governmental charges (e.g., airport assessments) and other lawful charges on or against the Property. 5. Pavments by Mortgagee. In the event Mortgagor defaults in the payment of any lawful charges against the Property, Mortgagee, at its sole option and discretion, may pay same. Mortgagor covenants and agrees to reimburse such sums expended by Mortgagee with interest at the rate equal to the promissory note, and the same shall constitute a lien against the Property with priority as of the date hereof. 6. Statement. The Mortgagee, within twenty (20) days upon request in person or within thirty (30) days upon request by mail, will furnish a written statement duly acknowledged verifying and acknowledging the amount outstanding on the indebtedness secured by this Mortgage. 7. Notice. All notices shall be sent by certified mail, shall be deemed given when mailed, and shall be addressed as follows or at such other place as m~y be designated by either party from time to time in writing in the same manner as provided herein. Mortgagor: Double L Aviation, LLC, a Wyoming limited liability company P.O. Box 375 Freedom, WY 83120 Mortgagee: Bank of Jackson Hole 990 West Broadway Post Office Box 7000 Jackson, Wyoming 83002 8. Warranty. The Mortgagor warrants the title to the Property. Mortgagor shall furnish and pay for a title report verifying the Mortgagee's interest in the Property to the full amount of the indebtedness secured. 9. Default and Acceleration. The entire indebtedness secured hereby shall become due and payable at the option of the Mortgagee: a. Upon default in the payment of any amount hereby secured or payable hereunder (regular installments of principal and interest, late charges, lawful charges against the Property, amounts paid by Mortgagee, attorney fees, collection costs, etc.) and failure to cure such payment default within twenty (20) days of written notice thereof; or b. After failure to exhibit to the Mortgagee, within thirty (30) days after demand, receipts showing payment of all ground rents, taxes, water rates, sewer rents, governmental charges, quasi-governmental charges and assessments; or c. After the assignment of the rents of the Property or any part thereof without the written consent of the Mortgagee, except as otherwise provided herein; or d. If the Mortgagor fails to keep, observe and perform any of the other covenants, conditions or agreements contained in this Mortgage (not cured within prescribed time limits); or e. After failure to comply with any requirement or order or notice of violation of law or ordinance issued by any governmental or quasi- governmental authority claiming jurisdiction over the Property within three (3) months from the issuance thereof; or 2 ~.tNv f. Upon sale or transfer of an interest in the Property without Mortgagee's consent as herein provided; or 000829 g. Anything III this Mortgage contained to the contrary notwithstanding, if it shall be necessary for Mortgagee or Mortgagee's agent to notify Mortgagor in writing of default under this Mortgage for failure to make the required payments in a timely manner four (4) times during any twelve month period. Then the Mortgagee shall not be obligated to provide any further notice of default and the mortgage will, at the option of Mortgagee, be in default (and all amounts secured hereby and payable hereunder shall be fully due and payable) and the Mortgagee shall have all remedies available to it as set forth herein. 10. GROUND LEASE. With respect to the Ground Lease, the following provisions shall apply: a. Performance. Mortgagor agrees: (i) to perform all obligations of the tenant under the Ground Lease and any statute, ordinance, rule or regulation relating thereto; (ii) not to cause or permit any breach of the Ground Lease; and (iii) to enforce the obligations of Landlord under the Ground Lease to the end that Mortgagor may enjoy all the rights granted to Mortgagor under the Ground Lease. Mortgagor shall keep and maintain the Ground Lease in full force and effect. If Mortgagor shall receive forbearance from Landlord or otherwise shall be excused from full and timely performance of any of its obligations under the Ground Lease, the same shall not postpone, excuse, diminish or otherwise affect the obligations of Mortgagor under this Section. b. Curinl! Defaults. If Mortgagor shall default under the Ground Lease, or if Mortgagee shall receive notice of any default under the Ground Lease, Mortgagee may, at its option but without any obligation to do so, take any action necessary or desirable to cure any such default, Mortgagee being authorized to enter upon the Premises for such purposes with or without notice and without becoming a mortgagee in possession. Mortgagor shall, immediately on demand, pay to Mortgagee all costs of Mortgagee incurred in curing any such default, together with interest on such costs from the date of expenditure until said sums have been paid, at the rate of interest applicable to the principal balance of the Note as specified therein. c. No Modification or Termination without Mortl!al!ee Consent. Mortgagor shall not cause, join in, or suffer to occur any actual or purported modification, amendment, surrender, or termination of the Ground Lease, in each case without the prior written consent of Mortgagee. Any attempted or purported modification, amendment, surrender or termination of the Ground Leasè without Mortgagee's prior written consent shall be null and void and of no force or effect. d. Notice to Mortl!al!ee. Mortgagor agrees to give prompt notice to Mortgagee of any default by any party under the Ground Lease (which shall include, but not be limited to, copies of any default notices sent to Landlord or received by Mortgagor), to give prompt notice (which notice shall include a copy of any notice received or delivered by Mortgagor) to Mortgagee of any litigation or arbitration with respect to the Ground Lease, including any action or proceeding to terminate the Ground Lease or recover the Premises, and to furnish to Mortgagee all information that it may 3 iJ~ reasonably request concerning the performance by Mortgagor of Mortgagor's obligations under the Ground Lease. 000830 e. Conflictine: Oblie:ations. Mortgagor agrees that the provisions hereof shall be deemed to be obligations of Mortgagor in addition to Mortgagor's obligations as tenant with respect to similar matters contained in the Ground Lease; provided, however, the inclusion herein of any obligations relating to similar matters as to which Mortgagor is obligated under the Ground Lease shall not restrict or limit Mortgagor's obligations to perform promptly all of its obligations as tenant under the Ground Lease, and nothing in this Mortgage shall be construed as requiring Mortgagor or Mortgagee to take or omit to take any action which would cause a default under the Ground Lease. f. No Men:er: Acquisition of Fee Estate. Mortgagor agrees that, so long as this Mortgage is in effect, there shall be no merger of the Ground Lease, nor of the leasehold estate or other estate created thereby, with the fee estate in the Property by reason of the fact that the Ground Lease, or the leasehold estate or other estate created thereby, may be held directly or indirectly by or for the account of any person or entity who or which also holds the fee estate in the Property. If Mortgagor acquires the fee title or any other estate, title or interest in the Property, this Mortgage shall attach to and be a lien upon the fee title or such other estate so acquired, and such fee title or other estate shall, without further assignment, mortgage or conveyance, become and remain subject to the lien of and covered by this Mortgage. Mortgagor shall notify Mortgagee of any such acquisition by Mortgagor and, on written request by Mortgagee, shall cause to be executed and recorded all such documents and instruments as may in the reasonable opinion of Mortgagee be required to carry out the intent and meaning hereof. g. New Lease for Benefit of MorÍl!ae:ee. Mortgagor agrees that if the Ground Lease is for any reason whatsoever terminated prior to the expiration of its term and, if pursuant to any provision of the Ground Lease or otherwise, Mortgagee or its designee shall acquire from Landlord a new lease or other agreement for the use of the Property, Mortgagor shall have no right, title or interest in or to such new lease or other agreement or the estate created thereby. h. Consents: Exercise of Options and Other Rie:hts. Mortgagor shall not make any election or give any consent or approval as tenant under the Ground Lease without obtaining Mortgagee's prior written consent thereto, except that Mortgagor agrees that, so long as this Mortgage is in effect, Mortgagor shall timely exercise all renewal and extension options under the Ground Lease and comply with all conditions precedent to the exercise thereof. All rights of Mortgagor under the Ground Lease, including, without limitation, all renewal and extension options, shall be exercisable by Mortgagee. 1. Proceedine:s Related to Ground Lease. Mortgagor shall not commence any action or proceeding against Landlord or affecting or potentially affecting the Ground Lease or Mortgagor's or Mortgagee's interest therein or in the Property without the prior written consent of Mortgagee. Mortgagor shall notify Mortgagee in writing immediately if any action or proceeding shall be commenced between Landlord and Mortgagor or if any action or proceeding affects or potentially affects the Ground Lease or Mortgagor's or Mortgagee's interest therein or in the Property 4 @ (0v 000831. ' (including, without limitation, any case commenced by or against Landlord under the Bankruptcy Code). Mortgagee shall have the option, exercisable upon notice from Mortgagee to Mortgagor, to conduct and control any such action or proceeding with counsel of Mortgagee's choice. Mortgagee may proceed in its own name or in the name of Mortgagor in such action or proceeding, and Mortgagor shall cooperate with Mortgagee, comply with the instructions of Mortgagee (which may . include withdrawal or exclusion of Mortgagor from such action or proceeding) and execute any and all powers, authorizations, consents or other documents required by Mortgagee in connection therewith. Mortgagor shall indemnify and hold harmless Mortgagee from and against any and all claims, costs, expenses, attorneys' fees, losses and damages suffered or incurred by Mortgagee in or as a consequence of any such action or proceeding. Mortgagor shall pay or reimburse Mortgagee immediately upon demand for any and all of the same, together with interest on any such expenditures by Mortgagee at the rate of interest then applicable to principal under the Note. J. Power of Attorney for Bankruptcy Matters. Mortgagor hereby appoints Mortgagee as its attorney in fact to act on behalf of Mortgagor in connection with all matters relating to or arising out of the assumption or rejection of the Ground Lease, in which the other party to the lease is a debtor in a case under the Bankruptcy Code. This grant of power of attorney is present, unconditional, irrevocable, durable and coupled with an interest. 11. LANDLORD'S BANKRUPTCY. a. Reiection of Ground Lease. Mortgagor acknowledges that pursuant to Section 365 of the Bankruptcy Code, it is possible that a trustee in bankruptcy of Landlord or Landlord as a debtor-in- possession could reject the Ground Lease, in which case Mortgagor, as tenant, would have the election described in Section 365(h) of the Bankruptcy Code (which election, as the same may be amended from time to time, and together with any comparable right under any other state or federal law relating to bankruptcy, reorganization or other relief for debtors, whether now or hereafter in effect, is herein called the "Election") to treat the Ground Lease as terminated by such rejection or, in the alternative, to remain in possession for the balance of the term of the Ground Lease and any renewal or extension thereof that is enforceable by the tenant under applicable nonbankruptcy law. Mortgagor shall not permit the termination of the Ground Lease by exercise of the Election or otherwise without the prior written consent of Mortgagee, which consent may be withheld, conditioned or delayed for any reason in Mortgagee's sole and absolute discretion. Mortgagor acknowledges that since the Ground Lease is a primary part of the security for the Indebtedness, it is not anticipated that Mortgagee would consent to termination of the Ground Lease. b. Assie:nment of Election. In order to secure the covenant made in this Section 11 a. and as security for the Indebtedness, Mortgagor assigns the Election and all rights related thereto to Mortgagee. Mortgagor acknowledges and agrees that the foregoing assignment of the Election and related rights is one of the rights which Mortgagee may use at any time in order to protect and preserve the other rights and interests of Mortgagee under this Mortgage, since exercise of the Election in favor of terminating the Ground Lease would constitute waste hereunder. Mortgagor agrees that exercise of the Election in favor of preserving the right to possession under 5 @ 000832' the Ground Lease shall not be deemed to constitute a taking or sale of the Property by Mortgagee and shall not entitle Mortgagor to any credit against the Indebtednes.s. c. Morte:ae:or's Election Subject to Lien. Mortgagor acknowledges and agrees that in the event the Election is exercised in favor of Mortgagor remaining in possession, Mortgagor's resulting rights under the Ground Lease, as adjusted by the effect of Section 365 of the Bankruptcy Code, shall then be part of the Property and shall be subject to the lien created by this Mortgage. The liens in favor of Mortgagee under this Mortgage shall attach to all of Mortgagor's rights and remedies at any time arising under or pursuant to Section 365 of the Bankruptcy Code, including, without limitation, all of Mortgagor's rights to remain in possession of the Property. 12. MORTGAGOR'S (TENANT'S) BANKRUPTCY. Mortgagor acknowledges and agrees that in any case commenced by or against Mortgagor under the Bankruptcy Code, Mortgagee, by reason of the liens and rights granted under this Mortgage, shall have a substantial and material interest in the treatment and preservation of Mortgagor's rights and obligations under the Ground Lease, and that Mortgagor shall, in the bankruptcy case, provide to Mortgagee immediate and continuous adequate protection of such interests. Mortgagor and Mortgagee agree that such adequate protection shall include but shall not necessarily be limited to the following: a. ' Morte:ae:ee Party to Ground Lease. Mortgagee shall be deemed a party to the Ground Lease (but shall not have any obligations thereunder) for purposes of Section 365 of the Bankruptcy Code, and shall have standing to appear and act as a party in interest in relation to any matter arising out of or related to the Ground Lease or the Property. b. Morte:ae:ee to Receive Notices. Mortgagor shall serve on Mortgagee all notices, pleadings and other documents relating to or affecting the Ground Lease or the Property. Any notice, pleading or document served by Mortgagor on any other party in the bankruptcy case shall be contemporaneously served by Mortgagor on Mortgagee, and any notice, pleading or document served upon or received by Mortgagor from any other party in the bankruptcy case shall be served by Mortgagor on Mortgagee immediately upon receipt by Mortgagor. c. Morte:ae:or's Assumption of Ground Lease. Upon written request of Mortgagee, Mortgagor shall assume the Ground Lease and shall take such steps as are necessary to preserve Mortgagor's right to assume the Ground Lease, including without limitation obtaining extensions of time to assume or reject the Ground Lease under Subsection 365(d) of the Bankruptcy Code to the extent it is applicable. d. Morte:ae:or's Rejection of Ground Lease. If there shall be filed by or against Mortgagor a petition under the Bankruptcy Code, and Mortgagor, as the tenant under the Ground Lease, shall determine to reject the Ground Lease pursuant to Section 365(a) of the Bankruptcy Code, then Mortgagor shall give Mortgagee not less than ten (10) days' prior notice of the date on which Mortgagor shall apply to the bankruptcy court for authority to reject the Ground Lease. Mortgagee shall have the right, but not the obligation, to serve upon Mortgagor within such 10-day period a notice stating that (i) Mortgagee demands that Mortgagor assume and assign the Ground Lease to Mortgagee pursuant to Section 365 of the Bankruptcy Code and (ii) Mortgagee agrees to cure or 6 @ ~ 000833 provide adequate assurance of prompt cure of all defaults and provide adequate assurance of future performance under the Ground Lease. If Mortgagee serves upon Mortgagor the notice described in the preceding sentence, Mortgagor shall not seek to reject the Ground Lease and shall comply with the demand provided for in clause (i) of the preceding sentence within thirty (30) days after the notice shall have been given, subject to the performance by Mortgagee of the agreement provided for in clause (ii) of the preceding sentence. e. Extension of Reiection or Assumption Period. Effective upon the entry of an order for relief in respect of Mortgagor under the Bankruptcy Code, Mortgagor hereby assigns and transfers to Mortgagee a non-exclusive right to apply to the bankruptcy court under Section 365(d)(4) of the Bankruptcy Code for an order extending the period during which the Ground Lease may be rejected or assumed. Mortgagor shall join with and support any request by Mortgagee to grant and approve the foregoing as necessary for adequate protection of Mortgagee's interests. Notwithstanding the foregoing, Mortgagee may seek additional terms and conditions, including such economic and monetary protections as it deems appropriate to adequately protect its interests, and any request for such additional terms or conditions shall not delay or limit Mortgagee's right to receive the specific elements of adequate protection set forth herein. 13. INSURANCE COVERAGE The Mortgagor shall maintain hazard insurance on all property and improvements mortgaged herein in a manner satisfactory to the Bank. 14. Foreclosure Upon Default. In the event of default and acceleration as herein provided, the Mortgagee may proceed, pursuant to the laws of the State of Wyoming, by judicial foreclosure or advertisement and sale, to foreclose on and sell the Property, and out of the proceeds of such sale shall pay all sums secured hereby, including all costs and expenses of the foreclosure proceeding. 15. Remedies. All remedies provided in this Mortgage are distinct and cumulative to any other right or remedy under this Mortgage or afforded by law or equity which may be exercised concurrently, independently or successively. Any forbearance by Mortgagee in exercising any right or remedy hereunder, or otherwise afforded by applicable law, shall not be deemed a waiver or preclude the exercise of any such right or remedy at any time. 16. Receiver. The holder of this Mortgage, in any action or procedure to foreclose it Uudicial, by power of sale .or otherwise), shall be entitled to the appointment ofa receiver. The Mortgagor hereby consents that, in the event a receiver is appointed, Mortgagee may be the receiver. 17. Possession. In the event of default by Mortgagor, the Mortgagee is entitled to possession of the Property during the pendency of any foreclosure proceedings and during any period of redemption, if applicable, under the statutes of the State of Wyoming. 18. Attornev and Foreclosure Expenses. If any action or proceeding be commenced, to which action or proceeding the Mortgagee is made a party due to its interest in the Property, or in which it becomes necessary to initiate collection of the indebtedness hereby secured or foreclosure proceedings (whether or not suit is necessary), all sums paid by the Mortgagee for the expense of any litigation or proceeding to prosecute or to defend the rights and lien created by this Mortgage or to foreclose this Mortgage or to collect the indebtedness hereby secured (including reasonable attorneys' fees), shall be paid by the Mortgagor, together with interest 7 ~ ~ thereon at the rate of eighteen percent (18%) per annum, and any such sums and the interest thereon shall be a lien on the Property, prior to any right, or title to, interest in or claim upon the Property attaching or accruing subsequent to the lien of this Mortgage, and shall be deemed to be secured by this Mortgage. 000834 19. Assignment of Leases and Rents. The Mortgagor hereby assigns to the Mortgagee the leases, subleases, rents, issues and profits, if any, of the Property as further security for the payment of the indebtedness secured hereby, and the Mortgagor grants to the Mortgagee the right to enter upon the Property or any part thereof, and to apply the rents, issues and profits, after payment of all necessary charges and expenses, on account of the indebtedness hereby secured. This assignment and grant shall continue in effect until all sums secured by this Mortgage are paid. The Mortgagee hereby waives the right to enter upon the Property for the purpose of collection of said rents, issues and profits, and the Mortgagor shall be entitled to collect and to receive said rents, issues and profits; provided that such right of the Mortgagor may be revoked by the Mortgagee upon any default (not cured within the applicable cure period) hereunder, without notice. 20. Deficiency. In the event the Property is sold at foreclosure Uudicial, power of sale, or otherwise according to law) and the proceeds are insufficient to pay the indebtedness secured hereby, Mortgagor shall remain liable for the unpaid balance and Mortgagee will be entitled to a deficiency judgment. 21. Due-On- Transfer. If all or any part of the Property or any equitable or beneficial interest therein is sold or otherwise transferred by Mortgagor without Mortgagee's prior written consent, which shall not be unreasonably withheld, excluding, Mortgagee may, at Mortgagee's sole option, declare all sums secured hereby to be immediately due and payable. 22. Set-Off. Mortgagor shall not be entitled to set-off or any similar rights against amounts secured hereby. 23. Miscellaneous. This Mortgage may not be changed or terminated orally. The covenants, agreements and conditions contained in this Mortgage shall run with the land and bind the Mortgagor, the heirs, successors and assigns of the Mortgagor, and all subsequent owners, encumbrancers, tenants and subtenants of the Property, and shall inure to the benefit of the Mortgagee, the personal representatives, successors and assigns of the Mortgagee, and all subsequent holders of this Mortgage. The word "Mortgagor" shall be construed as if it read "Mortgagors" and the word "Mortgagee" shall be construed as if it read "Mortgagees" whenever the sense of this Mortgage so requires. Whenever used, the singular shall include the plural, the plural the singular and the use of any gender shall include all genders. This Mortgage shall be governed by the laws of the State of Wyoming. IN WITNESS WHEREOF, this Mortgage has been duly executed by the Mortgagor, hereby relinquishing and waiving all rights under and by virtue of the homestead exemption laws of the State of Wyoming. Borrower/Mortgagor: Double L Aviation, LLC, a Wyoming limited liability co any By: Lance Mortgagee: Bank of Jackson Hole 8 f) d'L0 000835 ACKNOWLEDGEMENT: Lessor: Afton-Lincoln County Airport Joint Powers Board BY~~ STATE OF WYOMING) ) ss. County of Teton ) On this ~day of )C¡\lUnr ~_, 2008, before me personally appeared Rob Salomon and Lance Mortensen, to me personally known, who, being by me duly sworn, did say that they are the Managers of Double L Aviation, LLC, a Wyoming Limited Liability Company and that said instrument was signed and sealed on behalf of said limited liability company by authority of its Members and said Managers acknowledged said instrument to be the free act and deed of said corporation. WI1NESS my hand and official seal. My commission expires: \() I it) loq I I STATE OF WYOMING) ) ss. County of Teton ) On this Uth day of JC\n\ lei r \1 , 2008, before me personally appeared Phillip W. Newcomb, to me personally known, who, b~ing by me duly sworn, dId say that he IS the Senior Vice President of Bank of Jackson Hole and that the seal affixed to said instrument is the corporate seal of said corporation, and that said instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors and said Senior Vice President acknowledged said instrument to be the free act and deed of said corporation. DONNA DEAPEN NOTARY PUBLIC STATE OF WYOMING MY COMMISSION EXPIRES OCT. 10, 2009 LINCOLN WI1NESS my hand and official seal. My commission expires: lOIlO/CC'1 I I STATE OF WYOMING) ) ss. County of Teton ) On this '7 day of J~. , 2008, before me personally appeared, ~rrf fú(Mf-u.., to me peg~ally known, ~ho, being by me duly sworn, did say that they are the ,dé;Úr~ of A flrHt -I.mt!ø/Ìt M . Jh,fM''IT ~......d and that said instrument was signed and sealed on behalf of said limited liability company by authority of its J.."I -.Á ~4~' and said þf .if,. acknowledged said instrument to be the free act and deed of said corporation. .---~ DO~ÑÂí5ËAP~-ÑÔTÀRY PUBLIC STATE OF \¡I/YOMING LINCOLN MY COMMISS~XPIRES OCl'. iI), 2009 WI1NESS my hand and official seal. My commission expi=~!!Jðl ~j? ~~ ~~~~) Notary Public Notary Public My Commission Exp KAREN BROWN - NOTARY PUBLIC State of WyomIng xpires June 30. 2009 9 -.. . . - ";:: "H , . .. -'1 . -I' I . , -. - .. -i. ..... " n . " OOOS36. . r I ~ * 1- l- I- f I ", --...-..... "', ,;-, , J ) \ f 1-.., ~ I """'............. I p- ~~~............ - ....... I Î -> } }--I -". ~ , , i~ r7' I ¡~~ I -', 1 , It --r- I I . ' .., ~ ~ I 'l- I -- .II!~' , ¡ f-~ , . , .. I ¡ I , I ~ ! t 1 ¡. I' ~ I 11--1 . ~ , j : j . } } .' I I f--1 I I ~ ~ ~4. , I ,.~ I r I' ~. I r--i ·f ..- I · l' " .' .. .! ',~ I '! ~, I · I . ~ -If ~ . I ~-1 . . ~ I · . 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