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968369
WHEN RECORDED, RETURN TO: Dan W. Egan Ballard Spahr LLP 201 South Main Street, #800 Salt Lake City, Utah 84111 RECEIVED 12/6/2012 at 3:22 PM RECEIVING 968369 BOOK: 800 PAGE: 112 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY DMWEST #9444941 v2 MORTGAGE, ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENT AND FIXTURE FILING dated as of December L 2012 Circle B Land Company Fish Creek, LLC Circle B Land Company Hufford, LLC Circle B Land Company Mayfield, LLC Circle B Land Company Starvation Pasture, LLC Circle B Land Company Tom Goure, LLC Circle B Land Company West Hills, LLC, Mortgagors to ZIONS FIRST NATIONAL BANK, Mortgagee Loan No. 1932748 -9003 0011 SPACE ABOVE RESERVED FOR RECORDER'S USE ONLY MORTGAGE, ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENT AND FIXTURE FILING THIS MORTGAGE, ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENT AND FIXTURE FILING "Mortgage dated as of December 2012, by and between CIRCLE B LAND COMPANY FISH CREEK, LLC, an Idaho limited liability company, CIRCLE B LAND COMPANY HUFFORD, LLC, an Idaho limited liability company, CIRCLE B LAND COMPANY MAYFIELD, LLC, an Idaho limited liability company, CIRCLE B LAND COMPANY STARVATION PASTURE, LLC, an Idaho limited liability company, CIRCLE B LAND COMPANY TOM GOURE, LLC, an Idaho limited liability company, and CIRCLE B LAND COMPANY WEST HILLS, LLC, an Idaho limited liability company, as their interests may appear (individually, a "Mortgagor," and collectively, "Mortgagors and ZIONS FIRST NATIONAL BANK "Mortgagee RECITALS: 00113 A. Mortgagors are or are about to become the owners of fee simple title in and to certain real property located in Lincoln County, Wyoming, as more particularly described on Exhibit "A" attached to and incorporated by reference in this Mortgage (the "Mortgaged Property B. BALL VENTURES, LLC, an Idaho limited liability company "Borrower has obtained from Mortgagee a revolving credit facility (the "Loan C. Borrower has applied to Mortgagee for an advance of Loan proceeds (the "Advance in an amount not to exceed SEVEN MILLION TWO HUNDRED FIFTY -FIVE THOUSAND FIVE HUNDRED DOLLARS ($7,255,500), the proceeds of which shall be used to acquire title to the Mortgaged Property. D. Mortgagee has committed to extend the Advance to Borrower, provided that Mortgagee obtains a first position mortgage lien against the Mortgaged Property. E. Mortgagors desire that Borrower obtain the Advance from Mortgagee, and are willing, as an accommodation to Borrower, to enter into this Mortgage in favor of Mortgagee to provide security for the repayment of the Advance. NOW, THEREFORE, to secure the payment of (i) the payment of the principal and interest on the Loan Advance Agreement No. 4, dated the same date as this Mortgage and evidencing Borrower's obligations to Mortgagee under the Advance (the "Loan Advance Agreement as and when the same becomes due and payable (whether by lapse of time, acceleration or otherwise) and all advances now or hereafter evidenced thereby, whether such advances are made directly to Borrower or to any Mortgagor as cash or cash equivalents, (ii) the payment of all other indebtedness, obligations and liabilities of Borrower or any Mortgagor to Mortgagee which this Mortgage secures pursuant to any of its terms, and (iii) the observance and performance of all covenants and agreements contained herein or in any other instrument or document at any time evidencing or securing any of the foregoing or setting forth terms and conditions applicable thereto, and also in consideration of the sum of One Dollar ($1.00) in hand paid, the receipt whereof is hereby acknowledged, each Mortgagor, as an accommodation to Borrower and as its interests may appear, does irrevocably by these presents, MORTGAGE, GRANT, REMISE, ALIEN, CONVEY TRANSFER, ASSIGN, and WARRANT unto Mortgagee, its successors and assigns, with power of sale, all right, title and interest of Mortgagor, if any, now owned or hereafter acquired, in and to: DMWEST #9444941 v2 THE MORTGAGED PROPERTY TOGETHER WITH all buildings, structures and other improvements now or hereafter erected, constructed or placed upon the Mortgaged Property including all building equipment and fixtures of every kind and nature (the "Improvements TOGETHER WITH all machinery, apparatus, equipment, fittings, fixtures, whether actually or constructively attached to the Mortgaged Property and including the trade, domestic and ornamental fixtures, and articles of personal property of every kind and nature whatsoever, including, without limitation, all inventory; goods; materials; supplies; equipment; furnishings; fixtures; accounts; accounts receivable; chattel paper; documents; instruments; money; bank accounts; security deposits; claims to rebates, refunds or abatements of real estate taxes or any other taxes; contract rights; plans and specifications; permits, licenses; general intangibles; the rights of the Mortgagee under contracts with respect to the Mortgaged Property or any portion thereof; signs, brochures, advertising, and goodwill (collectively, the "Personal Property now owned or hereafter acquired by any Mortgagor and now or hereafter located in, upon or under the Mortgaged Property or any part thereof and used or usable in connection with any present or future operation of the Mortgaged Property, together with all substitutions therefor and replacements thereof (each Mortgagor hereby agreeing with respect to all substitutions and replacements, to execute and deliver from time to time such further instruments as may be requested by Mortgagee to confirm the conveyance, transfer and assignment of and granting of a security interest in any of the foregoing). TOGETHER WITH all plans, specifications, working drawings and like materials prepared in connection with improvements constituting part of the Premises (as hereinafter defined), all rights of Mortgagors against vendors or manufacturers (only to the extent applicable law does not require the consent of such vendors and manufacturers) in connection with equipment located upon the Mortgaged Property whether arising by virtue of warranty or otherwise, and all rights of Mortgagors against contractors, sub contractors and materialmen arising in connection with work performed at or on the Mortgaged Property or with materials furnished for the construction of improvements at or on the Mortgaged Property and all rights of Mortgagors under contracts to provide any of the foregoing or in connection with the ownership, development, construction, use, maintenance or operation of the Premises. TOGETHER WITH all proceeds of all insurance (including title insurance) in effect with respect to the Premises and to any and all awards or payments, including interest thereon, and the right to receive the same which may be made with respect to the Premises as a result of (a) the exercise of the right of eminent domain; (b) the alteration of the grade of any street; or (c) any other injury to, taking of, or decrease in the value of, the Premises to the extent of all amounts which may be secured by this Mortgage at the date of receipt of any such award or payment by Mortgagee, and of the reasonable counsel fees, costs and disbursements incurred by Mortgagee in connection with the collection of such proceeds, award or payment. TOGETHER WITH: (1) All easements, licenses, streets, ways, alleys, roads, passages, or rights of way (whether now owned or hereafter acquired by any of the Mortgagors and whether arising by virtue of land ownership, contract or otherwise), of any kind and nature, relating to or in any way appurtenant or appertaining to the Mortgaged Property or any portion of the Mortgaged Property; and 0©1.1 tic (2) All decreed and undecreed water or water rights, ditches or ditch rights, reservoirs or reservoir rights, well, spring, seepage and pond rights, and all other types of rights to the ownership of water, tributary, nontributary and not nontributary, which are underlying, appurtenant to or customarily or historically used upon or associated with the Mortgaged Property, all water and ditch company stock DMWEST #9444941 v2 2 0 0 1. I w1 relating to the Mortgaged Property, and all rights to naturally occurring oil, gas, minerals, geothermal resources, timber and crops under, through, upon, or appurtenant to the Mortgaged Property. Some of the water rights are more particularly described on Exhibit "B" attached to and incorporated in this Mortgage by reference. TOGETHER WITH all right, title, interest and estate of Mortgage, now existing or hereafter acquired, in and to all permits, franchises, privileges, grants, consents, licenses, authorizations and approvals (including, but not limited to, development rights, grazing rights, rights to cut timber, and mineral, oil and gas exploration and extraction rights) heretofore or hereafter granted by the United States, by the State of Wyoming or by any departments or agencies thereof or any other governmental or public bodies, agencies or authorities (including, without limitation, Cokeville and Lincoln County, Wyoming) to or for the benefit of any of the Mortgagors and utilized in connection with the development, construction or operation of the Premises. TOGETHER WITH all right, title, interest and estate of Mortgagors, now owned or hereafter acquired, in and to all sales proceeds, rents, subrents, issues, royalties, income and profits of and from the Mortgaged Property or any portion of the Mortgaged Property. TOGETHER WITH all right, title, interest and estate of Mortgagors, now owned or hereafter acquired, in and to all and singular the tenements, hereditaments, rights, privileges and appurtenances belonging, relating, or in any way appertaining to any of the Mortgaged Property, or any portion of the Mortgaged Property, or which shall hereafter in any way belong, relate or in any way appertain thereto (including, without limitation, any and all development rights, air rights or similar or comparable rights), and the reversion and reversions, remainder and remainders, and estates, rights, titles, interests, possessions, claims and demands of every nature whatsoever, at law or in equity, which Mortgagors may have or may hereafter acquire in and to the Mortgaged Property or any portion of the Mortgaged Property. TOGETHER WITH all present or future contracts involving the Premises, and any and all amounts received or receivable directly or indirectly by any Mortgagor thereunder. TOGETHER WITH all franchises, permits, licenses and rights therein respecting the use, occupation and operation of the Premises or the activities conducted thereon or therein. TOGETHER WITH all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquidated claims, including, without limitation, all proceeds of insurance and condemnation awards, tax refunds and payments and all products, additions, accessions, substitutions and replacements of any of the foregoing. TO HAVE AND TO HOLD the above described and granted property, all of which is collectively referred to herein as the "Premises" (whether now or hereafter acquired), unto Mortgagee, its successors and assigns, forever, for the purposes and uses herein set forth. ARTICLE I THE OBLIGATION 1.1 The Indebtedness and Other Matters Secured by This Mortgage. This Mortgage and all rights, title, interests, liens, security interests, powers and privileges created hereby or arising by virtue hereof are given for the purpose of securing: (a) Payment of the principal of, premium, if any, and interest on the Loan Advance Agreement, when due and payable in accordance with the terms thereof; DMWEST #9444941 v2 3 001 F� (b) Performance of the obligations, covenants, and agreements contained in the Loan Advance Agreement and any and all modifications, extensions or renewals thereof or substitutions therefor; (c) Payment of all other sums (including, without limitation, any advances made by Mortgagee for or on account of Borrower or any Mortgagor) becoming due or payable under this Mortgage, or any other instrument given by any Mortgagor as security for the Loan Advance Agreement, together with interest thereon at the rate specified therein; (d) Payment of such additional sums and interest thereon which may hereafter be loaned to any Mortgagor, or its successors or assigns, by Mortgagee, whether or not such are evidenced by a promissory note or notes reciting that they are secured by this Mortgage; and (e) Performance of the obligations, covenants and agreements of Mortgagors contained in this Mortgage or in any Loan Documents signed by Mortgagor (as hereinafter defined) heretofore or hereafter executed by any of the Mortgagors having reference to or arising out of the indebtedness represented by the Loan Advance Agreement, or given as security therefor. 1.2 Maximum Amount Secured Hereby. The total amount of indebtedness secured hereby may decrease or increase from time to time, but the maximum amount of indebtedness secured by this Mortgage is $7,255,500, plus the total amount of all advances made by Mortgagee to protect the Premises and the security interest and lien created hereby, including without limitation amounts advanced for the payment of taxes, special assessment or insurance on the Premises, plus the amount of any indemnity given by Mortgagors in any of the Loan Documents, plus interest on all of the foregoing, and all costs of enforcement and /or collection of this Mortgage. ARTICLE II REPRESENTATIONS, COVENANTS, WARRANTIES AND AGREEMENTS OF MORTGAGOR Each Mortgagor represents, covenants, warrants and agrees with Mortgagee as concerns itself and its portion of the Mortgaged Property as follows: 2.1 Title. Each Mortgagor has good and marketable title to its portion of the Mortgaged Property and has (or upon acquisition or construction thereof will have) good and marketable title and ownership in and to the Improvements and the Personal Property and all other items related thereto collectively referred to hereinabove as the Premises, and each Mortgagor hereby represents that it has the full power, authority and right to convey the same and to execute and deliver this Mortgage; the Premises are unencumbered except as may be herein expressly provided, and each Mortgagor will forever warrant and defend the title to its portion of the Premises unto Mortgagee against the claims of all persons whomsoever. Without limiting the foregoing, each Mortgagor represents and warrants that the restrictions, exceptions, reservations, limitations, interests and other matters, if any, existing on the date of execution and delivery of this Mortgage, do not in the aggregate impair the value of the Premises or adversely affect the utility, structural integrity or beneficial enjoyment of the Premises for the uses to which the Premises is being put. Each Mortgagor represents and warrants that the Premises do not have or need easement rights for ingress, egress or parking over other real estate. DMWEST #9444941 v2 4 2.2 Payment of Secured Obligations. 2.3 Taxes and Utilities. 0011'7 (a) Each Mortgagor will punctually pay, in lawful money of the United States, all sums due Mortgagee at the time and in the manner mentioned in this Mortgage, and any document evidencing a future advance to each such Mortgagor or any other instrument evidencing and /or securing the indebtedness secured hereby (collectively, the "Loan Documents (b) Mortgagors will, immediately upon an officer of any Mortgagor acquiring actual knowledge of an event of default, furnish a written notice to Mortgagee specifying the nature and period of existence of such condition or event and what action such Mortgagor is taking or proposes to take with respect thereto. (a) Mortgagors will pay or cause to be paid, when due and payable, all taxes, assessments (general or special) and other charges levied on, or assessed, placed or made against the Premises, this Mortgage, the Loan Documents or any interest of Mortgagee in the Premises or the obligations secured hereby. (b) Each Mortgagor agrees to pay when due all utility charges which are incurred for the benefit of its Premises or which may become a charge or lien against such Premises for energy, fuel, gas, electricity, water or sewer services furnished to such Premises and all other assessments or charges of a similar nature, whether public or private, affecting such Premises or any portion thereof, whether or not such assessments or charges are liens thereon. 2.4 Insurance Coverages. (a) Each Mortgagor shall insure its Premises at such times, in such amounts reasonably required by Mortgagee and otherwise in accordance with customary industry practice. (b) Any insurance policies carried in accordance with this Section shall be written by insurance companies of recognized national standing and, in the case of policies maintained by Mortgagor, with a rating of A or better by A.M. Best Company authorized to do business in the State of Wyoming, and (1) shall name the applicable Mortgagor and the Mortgagee as additional insureds, as their interests may appear, (2) in the case of policies covering loss or damage to the Premises, shall provide that such losses, if any, shall be payable solely to Mortgagee or, at the direction of Mortgagee, the depository under a standard mortgagee loss payable clause satisfactory to the Mortgagee, (3) shall provide that Mortgagee's interest shall be insured regardless of any breach or violation by such Mortgagor of any warranties, declarations or conditions contained in such policies, (4) such insurance, as to the interest of Mortgagee therein, shall not be invalidated by the use or operation of the Premises for purposes which are not permitted by such policies, nor by any foreclosure or other proceedings relating to the Premises, nor by change in title to or ownership of the Premises, (5) the insurers shall waive any right of subrogation of the insurers to any set -off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of such Mortgagor, (6) if any premium or installment is not paid when due, or if such insurance would lapse or be canceled, terminated or materially changed for any reason whatsoever, the insurers will promptly notify Mortgagee and any such lapse, cancellation, termination or change shall not be effective as to Mortgagee for 30 days after receipt of such notice, (7) appropriate certification shall be made to Mortgagee by each insurer with respect thereto, and (8) shall provide for deductible in amounts not in excess of DMWEST #9444941 v2 5 amounts as is customary for companies similarly situated and owning properties in the State of Wyoming similar to the Premises. (c) Mortgagee shall not be responsible for the sufficiency of coverage or amounts of such policies. All such policies shall provide that the same shall not be canceled without at least 30 days' prior written notice to each insured named therein. 2.5 Due on Sale or Change of Control. Mortgagee has approved the Advance in material reliance upon the ownership and control of Mortgagors and the Premises being the same as exists as of the date hereof. It is acknowledged that any change in such ownership or control of (a) any Mortgagor and/or (b) the Premises (whether direct or indirect and regardless of the percentage interest conveyed) materially affects the financial risks anticipated by Mortgagee in extending the Advance. Accordingly, other than as set forth herein or with the prior written consent of Mortgagee, it is and shall be a default under this Mortgage, the Loan Advance Agreement and all of the Loan Documents for there to be any sale, transfer, or conveyance (collectively a "conveyance of any ownership interest or beneficial interest (regardless of the percentage interest conveyed or whether such interest is held as a partner, member, shareholder, beneficiary or otherwise) in: (i) any Mortgagor or in the Premises, or (ii) the operation, management, income, or profits of or fee title to the Premises (whether held directly or indirectly), or (iii) any entity holding an ownership or beneficial or controlling interest in any Mortgagor or in the Premises, or (iv) any entity which through one or more intermediaries holds any ownership interest or beneficial interest, or controlling interest (direct or indirect) in any Mortgagor or the Premises. "Control" hereunder means the ability of any person or entity to (1) direct the business operations or voting procedures for any entity, (2) cause the election, selection or the appointment of entity officers or managers, (3) cause the appointment of the management managing any entity or (4) cast a majority of the votes in any election or decision making process for any entity or (5) do any of the foregoing for any intermediary entity holding any ownership or beneficial or majority interest (whether direct or indirect) in any Mortgagor or in the Premises. If this Section 2.5 is breached, at the option of Mortgagee and without demand or notice, the full principal indebtedness of the Advance and the other obligations secured by this Mortgage shall immediately become due and payable to Mortgagee. If Mortgagee elects to accelerate payment of such principal indebtedness because of a default under this Section 2.5, and if the Loan Advance Agreement or any other Loan Document contains a yield maintenance provision or a prepayment fee or prepayment premium, such acceleration shall be deemed to be a "prepayment" of the Advance, whether or not the accelerated Advance balance is actually paid at the time of the subject conveyance. At the time the principal indebtedness of the Advance is accelerated by Mortgagee, any prepayment fee or prepayment premium or yield maintenance fee set forth in the Loan Advance Agreement or other Loan Document shall be immediately due and payable to Mortgagee together with the balance of the unpaid principal indebtedness and all unpaid accrued interest on the Advance. The foregoing limitations in this Section 2.5 regarding conveyances and control (collectively a "transfer shall not apply to the following situations: (a) a transfer to which Mortgagee has given its prior written consent, (b) a transfer of Personal Property due to obsolescence or ordinary wear and tear or fire or casualty and which is promptly replaced by the applicable Mortgagor with Personal Property of equal or greater value, or (c) any transfer by a Mortgagor leasing any portion of the Premises to a tenant which is expressly permitted pursuant to the Loan Advance Agreement, provided, however, Mortgagee holds a security interest in the lease and a subordination and non disturbance agreement is granted in favor of Mortgagee on a Mortgagee approved form (unless the same is waived or not required pursuant to the Loan Advance Agreement, or (d) where the transfer under applicable state or federal law governing Mortgagee and the Loan (pursuant to either statutory authority or judicial opinion) expressly prohibits the DMWEST #9444941 v2 6 use, exercise or enforcement of said due -on -sale or change -of- control clause in the form set forth in this Section 2.5. In the event of any conflict among the Loan Advance Agreement or this Mortgage and any security agreement governing the collateral for the Advance, the following conflict resolution provision shall apply: (i) if the collateral is Personal Property and does not constitute fixtures and is not part of the Premises, such security agreement governing the Personal Property shall control, unless the applicable Mortgagor and Mortgagee agree otherwise; or (ii) if the collateral constitutes fixtures and is part of the Premises, this Mortgage shall control, unless the applicable Mortgagor and Mortgagee agree otherwise. In any event, the Loan Advance Agreement shall control over any conflict between this Mortgage or the security agreement governing the collateral. 2.6 Removal or Material Alterations. No Mortgagor shall remove or alter any of the material Improvements now or hereafter covered by the lien of this Mortgage without the prior written consent of Mortgagee. 2.7 Maintenance. +0I (a) Each Mortgagor will at all times maintain and operate its Premises as a ranch. (b) Each Mortgagor shall (i) pay when due any indebtedness which may be secured by a lien or charge on the Premises, and upon request exhibit satisfactory evidence of the discharge of such lien to the Mortgagee, (ii) comply with all requirements of law or municipal ordinances with respect to the Premises and the use thereof (including, without limitation, any law or municipal ordinance with respect to environmental protection or hazardous wastes), failure to comply with which would result in any material interference with the use or operation of the Premises by such Mortgagor, and (iii) promptly procure, maintain and comply with, all permits, licenses and other authorizations required for the use of the Premises or any erection, installation, operation and maintenance of the Premises or any part thereof. (c) Any repair, restoration, rebuilding, substitution, replacement, modification, alteration of or addition to the Premises conducted by a Mortgagor shall be performed in a good and workmanlike manner and be expeditiously completed in compliance with all laws, ordinances, orders, rules, regulations and requirements applicable thereto, including to the extent necessary to maintain in full force and effect the policies of insurance required by this Mortgage. All costs and expenses of each such repair, restoration, rebuilding, substitution, replacement, the discharge of all liens filed against the Premises arising out of the same, together with all costs and expenses necessary to obtain any permits or licenses required in connection therewith shall be promptly paid by the applicable Mortgagor. 2.8 Further Instruments. Mortgagors shall execute and deliver (and pay the costs of reparation and recording thereof) to Mortgagee and to any subsequent holder of the indebtedness hereby secured from time to time, upon demand, any further instrument or instruments, including, but not limited to, mortgages, security agreements, financing statements, continuation statements, leases, assignments, and renewal and substitution notes, so as to affirm, to correct and to perfect the evidence of the obligation hereby secured and the lien and security interest of Mortgagee to all or any part of the Premises intended to be hereby mortgaged, whether now mortgaged, later substituted for, or acquired subsequent to the date of this Mortgage and any extensions or modifications thereof. 2.9 No Liens. No Mortgagor will create or permit to exist any mortgage, pledge, or other lien, encumbrance or security interest with respect to any assets now owned or hereafter acquired DMWEST #9444941 v2 7 constituting part of the Premises and financed with the proceeds of the Advance, except (i) liens arising pursuant to the Loan Documents, (ii) liens in favor of Mortgagee, (iii) liens imposed by mandatory provisions of law such as for materialmen's, mechanics' and warehousemen's liens and other liens arising in the ordinary course of business for sums not due or sums being contested in good faith by appropriate procedures and for which adequate reserves have been established and are being maintained in accordance with generally accepted accounting principles. This provision shall not limit or restrict the right of Mortgagors to lease all or any portion of the Premises for such period or periods of time and otherwise upon such terms as Mortgagors may determine; provided that (x) any such lease and all rental payments due thereunder are assigned to Mortgagee and (y) Mortgagee has given its prior written consent to the lease, the tenant, and the proposed uses of the Premises by the tenant. 2.10 After Acquired Property. Any and all property hereafter acquired by any of the Mortgagors which is of the kind or nature described in the granting clauses hereof and is or intended to become a part thereof, shall ipso facto, and without any further conveyance, assignment or act on the part of any Mortgagor or Mortgagee become and be, subject to the lien of this Mortgage as fully and completely as though specifically described herein; but nevertheless Mortgagor shall from time to time, if requested by Mortgagee, execute and deliver any and all such further assurances, conveyances and assignments thereof as Mortgagee may reasonably require for the purpose of expressly and specifically subjecting to the lien of this Mortgage any and all such property. ARTICLE III DEFAULTS AND REMEDIES 0 0 1 3.1 Events of Default. Time is of the essence hereof, and the term "event of default," as used in this Mortgage, shall mean the occurrence of any one or more of the following events: (a) Payments. Subject to the notice and cure period, if any, set forth in the Loan Advance Agreement, the failure of Borrower to make any payment according to the tenor and effect of the Loan Advance Agreement, or any part thereof, or any failure to make any other payment of the principal, interest, or premium, if any, on the Loan Advance Agreement, when and as the same shall become due and payable, whether at maturity, by acceleration, or otherwise; or (b) Performance. Subject to any applicable notice and cure periods set forth in the Loan Documents, the failure of any Mortgagor to punctually and properly perform any other covenant, condition, representation, warranty or agreement contained in this Mortgage or in any of the Loan Documents; or or (c) Abandonment. The abandonment of any part of the Premises by any Mortgagor; (d) Default under Loan Advance Agreement. The occurrence of any "event of default" under the Loan Advance Agreement. 3.2 Remedies. In every such case, if any event of default shall have occurred and be continuing, Mortgagee, at its option, shall have, in addition to any rights at law or in equity, and in addition to all of the remedies provided under, the Loan Documents each and all of the following rights and remedies, which may be exercised individually, collectively or cumulatively: DMWEST #9444941 v2 8 001 (a) Acceleration. Mortgagee may declare all indebtedness secured hereby to be immediately due and payable and the same shall thereupon become immediately due and payable without any presentment, demand, protest or notice of any kind. (b) Management. Mortgagee may, with or without bringing any action or proceeding, and without regard to the adequacy of any security for the indebtedness or obligations hereby secured, in person or by agent or employee, or by a receiver appointed by a court of competent jurisdiction, enter upon and take possession of all or any part of the Premises, excluding Mortgagors and their agents and servants wholly therefrom; Mortgagors shall on demand peaceably surrender possession thereof to Mortgagee. Upon every such entry, Mortgagee, personally or by its agents or in the name of Mortgagors, at the expense of Mortgagors, from time to time, may maintain and operate the Premises, whereof it shall become possessed as aforesaid; and, from time to time, at the expense of Mortgagors, Mortgagee may make all necessary or proper repairs, renewals and replacements and such useful alterations, additions, betterments and improvements thereto and thereon as to it may seem advisable or necessary to preserve the value, marketability or rentability of the Premises; and in every such case Mortgagee shall have the right to manage, control and operate the Premises and may make, cancel, modify or enforce leases, obtain and evict tenants, rent and lease the same to such persons, for such periods of time, and on such terms and conditions as Mortgagee in its sole discretion may determine, and with or without taking possession of the Premises, may sue for or otherwise collect any and all of the rents, issues and profits thereof, including those past due and unpaid, and apply same, less costs and expenses of management, operation and collection, including attorneys' fees, upon any indebtedness secured hereby, all in such order as Mortgagee may determine In dealing with the Premises as a mortgagee in, or not in, possession, Mortgagee shall be without any liability, charge, or obligation therefor to Mortgagors other than for gross negligence or willful misconduct, and shall be entitled to operate any business then being conducted or which could be conducted thereon or therewith at the expense of and for the account of Mortgagors (and all net losses, costs and expenses thereby incurred shall be advancements, and will be immediately due and payable and if not paid become part of the indebtedness secured hereby), to the same extent as the owner thereof could do. The entering upon and taking possession of the Premises, the collection of such rents, issues and profits and the application thereof as aforesaid shall not cure or waive any event of default or notice of an event of default under this Mortgage or invalidate any act done in response to any such event of default or pursuant to any such notice and, notwithstanding the continuance in possession of the Premises or the collection, receipt and application of rents, issues and profits, Mortgagee shall be entitled to enforce every right and exercise every remedy provided for in the Loan Advance Agreement, this Mortgage or any of the Loan Documents or by law upon the occurrence of any event of default. (c) Advances. In the event of the noncompliance of any duty or duties required of Mortgagors under the terms of this Mortgage or the occurrence of any event which, in the judgment of Mortgagee, impairs the value of the Premises herein taken as security for the indebtedness, Mortgagee reserves the right, at its own election, to advance sufficient funds to accomplish said performance or maintain such security. Said sums, on written notice from Mortgagee to Mortgagors, shall become immediately due and repayable to Mortgagee. In default of said payment, the amount advanced will be added to the outstanding principal balance, bearing interest at the default interest rate identified in the Note. (d) Legal Proceedings. Mortgagee, with or without entry, personally or by its agents or attorneys, insofar as applicable shall have the following rights to the fullest extent permitted by law: DMWEST #9444941 v2 9 0012 (i) Mortgagee may institute judicial or non judicial proceedings for the complete or partial foreclosure of this Mortgage. In any suit to foreclose the lien hereof, or in any proceeding to exercise the power of sale, there shall be allowed and included, as additional indebtedness in the decree for sale, all expenditures and expenses which may be paid or incurred by or on behalf of Mortgagee for attorneys' fees, appraisers' fees, outlays for documentary and expert evidence, stenographers' charges, publication costs and costs (which may be estimated as to costs to be expended after entry of the decree) of procuring all such abstracts of title, title searches and examinations, title insurance policies, and similar data and assurances with respect to title, as Mortgagee may deem to be reasonably necessary either to prosecute such suit or to evidence to bidders at any sale pursuant thereto the true condition of the title to or the value of the Premises. All expenditures and expenses of the nature mentioned in this clause (i) shall become so much additional indebtedness secured hereby and immediately due and payable. The proceeds of any such sale of the Premises or any part thereof shall be applied to payment of: all sums expended under the terms hereof, not then repaid, with accrued interest at the maximum rate set out in this Mortgage for interest on advances; all other sums then secured hereby; and the remainder, if any, to the Person or Persons legally entitled thereto. (ii) Mortgagee shall have the right from time to time to enforce any legal or equitable remedy against Mortgagors and to sue for any sums whether interest, damages for failure to pay principal or any installment thereof, taxes, installments of principal, or any other sums required to be paid under the terms of this Mortgage, as the same become due, without regard to whether or not the principal sum secured or any other sums secured by this Mortgage shall be due and without prejudice to the right of Mortgagee thereafter to enforce any appropriate remedy against Mortgagors including an action of foreclosure, or any other action, for an event of default by Mortgagor existing at the time such earlier action was commenced. (iii) Mortgagee may enforce its rights, whether by action, suit or proceeding in equity or at law for the specific performance of any covenant, condition or agreement in the Loan Advance Agreement or in this Mortgage or in any of the Loan Documents contained, or in aid of the execution of any power herein granted, or for any foreclosure hereunder, or for the enforcement of any other appropriate legal or equitable remedy or otherwise as Mortgagee shall deem most advisable to protect and enforce any of its rights hereunder or under the Loan Advance Agreement, and the Loan Documents. (iv) Mortgagee is hereby appointed the true and lawful attorney of each Mortgagor, in its name and stead or in the name of Mortgagee, to make all necessary conveyances, assignments, transfers and deliveries of the property rights so sold, and, for that purpose, Mortgagee may execute all necessary deeds and instruments of assignment and transfer, and may substitute one or more persons with like power. Each Mortgagor hereby ratifies and confirms all that its said attorney or attorneys or such substitute or substitutes shall lawfully do by virtue hereof. Each Mortgagor shall, nevertheless, if so requested in writing by Mortgagee, ratify and confirm any such sale or sales by executing and delivering to Mortgagee or to such purchaser or purchasers all such instruments as may be advisable, in the judgment of Mortgagee, for the purpose and as may be designated in such request. Any such sale or sales made under or by virtue of this ARTICLE III shall operate to divest all the estate, right, title, interest, claim and demand, whether at law or in equity, of Mortgagors in and to the property and rights so sold, and DMWEST #9444941 v2 10 0®121 shall be a perpetual bar both at law and in equity against Mortgagors and their successors and assigns. (v) The terms "foreclosure" and "foreclose," as used herein, shall include the right of foreclosure by any suit, action or proceeding at law or in equity, or by advertisement and sale of the Premises, or in any other manner now or hereafter provided by Wyoming statutes, including the power to sell. (e) Effectuating Lease Assignments. To the extent any or all of the Premises is leased to third parties, Mortgagee, at its sole option, may send notifications to any and all lessees and tenants of the Premises that future payments under or relating to their leases and tenancies shall be made to Mortgagee. Thereafter, Mortgagee shall be entitled to collect said rents and payments until Mortgagors cure all events of default hereunder, and shall apply such rents and payments collected to the payment and performance of Mortgagor's obligations in such amounts, order and manner as Mortgagee may determine in the exercise of its discretion. (f) Secured Party Remedies. Mortgagee, at its sole option, may exercise any and all of the remedies available to a secured party under the Wyoming Uniform Commercial Code (the "Code including, but not limited to the following: (i) Either personally or by means of a court- appointed receiver, take possession of all or any of the Personal Property (which term, for purposes hereof, shall mean the same thing as the term "Collateral" as same is used in 4.1 hereof) and exclude therefrom Mortgagors and all others claiming under Mortgagors (or any of them) and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements to and exercise all rights and powers of Mortgagor with respect to the Personal Property or any part thereof. In the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights under the Mortgage or any of the Loan Documents, each Mortgagor promises and agrees to promptly turn over and deliver complete possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagors, make such payments and do such acts as Mortgagee may deem necessary to protect its security, interest in the Personal Property, including, without limitation, paying, purchasing, contesting or compromising any encumbrance, charge or lien which is prior to or superior to the security interest granted hereunder, and in exercising any such powers or authority to pay all expenses incurred in connection therewith; (iii) Require Mortgagors to assemble the Personal Property or any portion thereof at a place designated by Mortgagee and reasonably convenient to both parties and promptly to deliver such Personal Property to Mortgagee, and Mortgagee's agents and representatives shall have the right to enter upon any or all of any Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Sell, lease or otherwise dispose of the Personal Property at public sale, with or without having the Personal Property at the place of sale, and upon such terms and in such manner as Mortgagee may detemune. Mortgagee may be a purchaser at any such sale; or DMWEST #9444941 v2 11 DMWEST #9444941 v2 12 00121 (v) Unless the Personal Property is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Mortgagee shall give Mortgagors at least ten (10) days' prior written notice of the time and place of any public sale of the Personal Property or other intended disposition thereof. Such notice may be mailed to Mortgagors at the address set forth at the beginning of this Mortgage. Upon occurrence of an event of default under this Mortgage, Mortgagee reserves the option, pursuant to the appropriate provisions of the Code, to proceed in the enforcement of its remedies with respect to the Personal Property as part of the real property which constitutes a portion of the Premises in accordance with its rights and remedies with respect to such real property, in which event the default provisions of the Code shall not apply. If Mortgagee shall elect to proceed in the enforcement of its remedies with respect to the Personal Property separately from the real property, ten (10) days' notice of the sale of the Personal Property shall be deemed to be reasonable notice. (g) Appointment of Receiver. If an event of default under this Mortgage occurs and is continuing, Mortgagee, as a matter of right and without notice to Mortgagors or anyone claiming under any of the Mortgagors, and without regard to the then value of the Premises or the interest of Mortgagors therein, shall have the right to apply to any court having jurisdiction to appoint a receiver or receivers of the Premises, and each Mortgagor hereby irrevocably consents to such appointment and waives notice of any application therefor. Any such receiver or receivers shall have all the usual powers and duties of receivers in like or similar cases including the power to collect the rents, issues and profits of the Premises during the pendency of a foreclosure suit, and in case of a sale and a deficiency during the full statutory period of redemption, whether there be redemption or not, as well as during any further times when any Mortgagor, except for the intervention of such receiver, would be entitled to collect such rents, issues and profits. The court having jurisdiction may authorize the receiver to apply the net income in his hands to payment in whole or in part to (i) the indebtedness secured hereby, or by any decree foreclosing this Mortgage, or any tax, special assessment or other lien which may be or become superior to the lien hereof or such decree, provided such application is made prior to foreclosure sale; and (ii) the deficiency in case of a sale and deficiency. Said receiver shall continue as such and exercise all such powers until the date of sale of the Premises, unless such receivership is sooner terminated. Mortgagee hereunder may be appointed as such receiver. (h) Retention of Possession. Notwithstanding the appointment of any receiver, liquidator or trustee of Mortgagors, or of any of their property, or of the Premises or any part thereof, Mortgagee shall be entitled to retain possession and control of all property now or hereafter granted, bargained, sold, mortgaged, warranted, conveyed, pledged and /or assigned to or held by Mortgagee under this Mortgage. (i) Remedies Not Exclusive. The cumulative rights of Mortgagee arising under the clauses and covenants contained in this Mortgage shall be separate, distinct and cumulative and none of them shall be construed to be exclusive nor an election to proceed under any one provision herein to the exclusion of any other provision, anything herein or otherwise to the contrary notwithstanding. In addition to any remedies provided herein for an event of default hereunder, Mortgagee shall have all other remedies allowed under the laws of the State of Wyoming, and the laws of the United States. No failure on the part of Mortgagee to exercise any of its rights hereunder arising upon any event of default shall be construed to prejudice its rights in the event of any other or subsequent event of default. No delay on the part of Mortgagee in exercising any of such rights shall be construed to preclude it from the exercise thereof at any time during the continuance of such event of default. Mortgagee may enforce any one or more OO1.2" remedies or rights hereunder in such order and manner as it may deteiniine, successively or concurrently at its option. In addition, Mortgagee may proceed concurrently against the Property and any guarantor, and may start, delay, postpone, cancel or recommence any foreclosure proceeding (whether judicial or non judicial) while pursuing such guarantors, all at the sole and absolute discretion of Mortgagee. By accepting payment or partial payment of any sum secured hereby after its due date, Mortgagee shall not make an accommodation or thereby waive the agreement herein contained that time is of the essence, nor shall Mortgagee waive either any of its remedies or options or its right to require prompt payment when due of all sums secured or to consider failure so to pay an event of default hereunder. Neither the acceptance of this Mortgage nor its enforcement, whether by court action pursuant to other powers herein contained, shall prejudice or in any manner affect Mortgagee's right to realize upon or enforce any other security now or hereafter held by Mortgagee. No act of Mortgagee shall be construed as an election to proceed under any particular remedy available to Mortgagee under any Loan Document to the exclusion of any other remedy in the same or in any other Loan Document, or as an election of remedies to the exclusion of any other remedy which may then or thereafter be available to Mortgagee. (j) Direct and Primary Security —No Subrogation. The lien and security interest herein created and provided for stand as direct and primary security for the Note, as well as for any of the other indebtedness hereby secured. No application of any sums received by Mortgagee in respect of the Premises or any disposition thereof to the reduction of the indebtedness hereby secured or any part thereof shall in any manner entitle Mortgagors to any right, title or interest in or to the indebtedness hereby secured or any collateral or security therefor, whether by subrogation or otherwise, unless and until all indebtedness hereby secured has been fully paid. ARTICLE IV SECURITY AGREEMENT AND FINANCING STATEMENT 4.1 Creation of Security Interest. Mortgagors and Mortgagee agree that this Mortgage shall constitute a Security Agreement within the meaning of the Code with respect to (i) any and all sums at any time on deposit for the benefit of Mortgagee or held by Mortgagee (whether deposited by or on behalf of Mortgagor or any one else) pursuant to any of the provisions of this Mortgage "Deposits and (ii) any Personal Property and other rights and interests of Mortgagors included in the granting clauses of this Mortgage, which Personal Property or other rights and interests may not be deemed to form a part of the Mortgaged Property described in Exhibit A hereto or may not constitute a "fixture" (within the meaning of Section 9 -313 of the Code), and all replacements and substitutions of and for such Personal Property, and the proceeds thereof (all of said Personal Property and the replacements and substitutions thereto and the proceeds thereof and other rights and interests of Mortgagors being sometimes hereinafter collectively referred to as the "Collateral and that a security interest in and to the Collateral and the Deposits is hereby granted to Mortgagee, and the Collateral and the Deposits and all of Mortgagors' right, title and interest therein are hereby assigned to Mortgagee, all to secure payment of the indebtedness hereby secured and to secure performance by Mortgagors of the terms, covenants and provisions hereof. In the event of an event of default under this Mortgage, Mortgagee shall have the option of exercising any or all of the "Secured Party Remedies" as set forth in 3.2(0 hereof, above. The reasonable expenses of retaking, holding, preparing for sale, selling and the like incurred by Mortgagee shall include, but not be limited to, reasonable attorneys' fees and legal expenses incurred by Mortgagee. Mortgagors shall, from time to time, on request of Mortgagee, deliver to Mortgagee an inventory of the Collateral in reasonable detail. In compliance with the Code of the State of Wyoming, the following information is set forth: DMWEST #9444941 v2 13 1. The names and addresses of Debtor and Secured Party are: Debtor: Secured Party: Circle B Land Company Fish Creek, LLC Circle B Land Company Hufford, LLC Circle B Land Company Mayfield, LLC Circle B Land Company Starvation Pasture, LLC Circle B Land Company Tom Goure, LLC Circle B Land Company West Hills, LLC P.O. Box 51298 Idaho Falls, Idaho 83405 Attn: Thel Casper Zions First National Bank 202 N. 9 Street, Suite 201 Boise, Idaho 83702 Attn: Wesley Jost u0 2E 2. The property covered by this Security Agreement and financing statement is described in the Granting Clauses hereof. 3. Some or all of the fixtures, equipment and other property described herein are or may become fixtures on the real estate described in Exhibit A attached hereto and incorporated herein by reference. 4. Debtor is the record owner of the real estate described in Exhibit A attached hereto and made a part hereof. 4.2 Warranties, Representations and Covenants. Each Mortgagor hereby warrants, represents and covenants as follows: (a) Each Mortgagor is, and as to portions of the Personal Property in substitution or replacement thereof and therefor to be acquired after the date hereof will be, the sole owner of its Personal Property, free from any adverse lien, security interest, encumbrance or adverse claims thereon of any kind whatsoever, and such Mortgagor will notify Mortgagee of, and will defend the Personal Property against, all claims and demands of all persons at any time claiming the same or an interest therein. (b) This Mortgage constitutes a security agreement and financing statement for all purposes under the Code. (c) The Personal Property is not used or bought for personal, family or household purposes. (d) Each Mortgagor agrees to take any and all action requested by the Mortgagee to perfect the security interest of the Mortgagee in the Personal Property and any replacements or substitutions as contemplated hereby. (e) Each Mortgagor maintains a place of business in the State of Wyoming and it will immediately notify Mortgagee in writing of any change in its place of business as set forth in Section 8.10 of this Mortgage. DMWEST #9444941 v2 1 (f) At the request of Mortgagee, each Mortgagor will join Mortgagee in executing one or more financing statements and renewals and amendments thereof as well as any continuation statements pursuant to the Code in form satisfactory to Mortgagee, and will pay the cost of filing the same in all public offices wherever filing is deemed by Mortgagee to be necessary or desirable. Each Mortgagor authorizes Mortgagee to file financing and continuation statements, and amendments and supplements thereto relating to the Personal Property signed only by Mortgagee. (g) Mortgagor will do all acts and things as Mortgagee may require or as may be necessary or appropriate to establish and maintain a first perfected security interest in the Personal Property. (h) All covenants and obligations of each Mortgagor contained in this Mortgage shall be deemed to apply to the Personal Property whether or not expressly referred to herein. 4.3 Security Interest to Include Leases. To the extent permitted by applicable law, the security interest created hereby (or by the financing statements being filed simultaneously herewith) is specifically intended to cover and include each Mortgagor's rights, titles and interests under any and all leases of the Premises or portions thereof (the "Leases between such Mortgagor, as lessor, and the Person named therein, as tenant or lessee, including all extended terms and all extensions and renewals of the terms thereof, as well as any amendments to or replacement of the Leases, together with all the right, title and interest of such Mortgagor, as lessor thereunder, including, without limiting the generality of the foregoing, the present and continuing right to make claim for, collect, receive and receipt for any and all of the accounts receivable, book debts and other forms of obligation belonging or owing to such Mortgagor, rents, income, revenues, issues and profits and moneys payable as damages or in lieu of the rent and moneys payable as the purchase price of the Premises or any part thereof or of any other awards or claims for money and other sums of money payable or receivable thereunder howsoever payable; and, during the continuance of any event of default, to bring actions and proceedings thereunder or for the enforcement thereof, and to do any and all things which such Mortgagor or any lessor is or may become entitled to do under the Leases. ARTICLE V DAMAGE OR DESTRUCTION; INSURANCE PROCEEDS In the event of loss or damage to the Premises, or any portion of the Premises, Mortgagors shall immediately give notice thereof to Mortgagee. Mortgagee may, but without any obligation to do so, make proof of loss, and each insurance company concerned is hereby authorized and directed to make payment for such loss directly to Mortgagee. The insurance proceeds or any part thereof shall be deemed part of the security for the obligations secured by this Mortgage and shall be applied to restore or repair the portion of the Premises damaged, provided that any insurance proceeds not so applied may be applied by Mortgagee, at Mortgagee's option, to reduce the indebtedness secured by this Mortgage (whether or not then due and payable). Except to the extent that insurance proceeds are received by Mortgagee and applied to the indebtedness secured by this Mortgage, nothing herein contained shall be deemed to excuse Mortgagors from repairing or maintaining the Premises as provided in Section 2.7 of this Mortgage or restoring all damage or destruction to the Premises, regardless of whether there are insurance proceeds available or whether any such proceeds are sufficient in amount. The application or release by Mortgagee of any insurance proceeds shall not cure or waive any default or notice of default under this Mortgage or invalidate any act done pursuant to such notice. DMWEST #9444941 v2 15 0012 ,d ARTICLE VI EMINENT DOMAIN; CONDEMNATION AWARDS Mortgagors shall promptly give notice to Mortgagee of any condemnation proceeding or any taking for public improvements. If the Premises or any portion thereof should be taken or damaged by reason of any public improvement or condemnation proceeding, Mortgagee shall be entitled: (1) to receive all compensation, awards and other payments or relief for such taking or condemnation; (2) at Mortgagee's option and in Mortgagee's own name, to commence, appear in and prosecute in Mortgagee's own name any action or proceeding relating to such taking or condemnation; and (3) to make any compromise or settlement in connection with any such taking or condemnation. All such compensation, awards, damages, causes of action, proceeds or other payments shall be deemed part of the security for the obligations secured by this Mortgage and are hereby assigned to Mortgagee. Mortgagee, after deducting therefrom all costs and expenses (regardless of the particular nature thereof and whether incurred with or without suit or before or after judgment), including reasonable attorney fees incurred by Mortgagee in connection with such compensation, shall apply any and all moneys so received by Mortgagee to restore or repair damage to the remaining Premises, provided that any proceeds not so applied may be applied by Mortgagee, at Mortgagee's option, to reduce the indebtedness secured by this Mortgage (whether or not then due). The application or release by Mortgagee of any condemnation awards or other compensation shall not cure or waive any default or notice of default under this Mortgage or invalidate any act done pursuant to such notice. Subject to the foregoing, Mortgagors shall execute and deliver to Mortgagee such further assignments of such compensation, awards, damages, causes of action, proceeds or other payments as Mortgagee may from time to time require. ARTICLE VII ENVIRONMENTAL LAWS DMWEST #9444941 v2 16 4 0 7.1 Indemnity Mortgagors agree to defend, indemnify and hold Mortgagee harmless from and against any and all costs, penalties, damages, expenses, and liabilities (including reasonable attorneys' fees) which Mortgagee may suffer as a result of a claim, suit, or action regarding the existence (or claimed existence) on or under the Premises of any Hazardous Material (whether caused by Mortgagors, or any other party), and regarding the removal, remediation and cleanup of same. "Environmental Legal Requirement" shall mean any applicable law, statute or ordinance relating to public health, safety or the environment, including, without limitation, relating to releases, discharges or emissions to air, water, land or groundwater, to the withdrawal or use of groundwater, to the use and handling of polychlorinated biphenyls or asbestos, to the disposal, transportation, treatment, storage or management of solid or hazardous wastes or to exposure to toxic or hazardous materials, to the handling, transportation, discharge or release of gaseous or liquid substances and any regulation, order, notice or demand issued pursuant to such law, statute or ordinance, in each case applicable to the Mortgaged Property or the operation, construction or modification of any thereof, including without limitation the following: the Clean Air Act, the Federal Water Pollution Control Act, the Safe Drinking Water Act, the Toxic Substances Control Act, the Comprehensive Environmental Response Compensation and Liability Act as amended by the Superfund Amendments and Reauthorization Act of 1986, the Resource Conservation and Recovery Act as amended by the Solid and Hazardous Waste amendments of 1984, the Occupational Safety and Health Act, the Emergency Planning and Community Right -to -Know Act of 1986, the Solid Waste Disposal Act, and any state statutes addressing similar matters, and any state statute providing for financial responsibility for cleanup or other actions with respect to the release or threatened release of hazardous substances and any state nuisance statute. "Hazardous Material" shall mean any hazardous or toxic chemical, substance, waste, byproduct, pollutant, contaminant, compound or product, including, without limitation, asbestos, polychlorinated 00129 byphenyls, petroleum (including crude oil or any fraction thereof), and any other material the exposure, use, disposal or handling of which is regulated by any Environmental Legal Requirement. 7.2 Survival. All warranties, representations and covenants herein shall be deemed to be continuing and shall remain true and correct in all material respects until the indebtedness secured hereby has been paid in full, the obligations of Mortgagors hereunder completely satisfied, and any limitations period with respect to any claims under each of the Environmental Legal Requirement has expired. ARTICLE VIII MISCELLANEOUS 8.1 Maximum Interest Payable. Neither the provisions of this Mortgage nor the other Loan Documents secured hereby shall have the effect of, or be construed as requiring or permitting, Borrower or Mortgagors to pay interest in excess of the highest rate per annum allowed the laws of the State of Wyoming on any item or items of indebtedness referred to in this Mortgage. If under any circumstances Mortgagee shall ever receive as interest an amount which would exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance due hereunder and not to the payment of interest. This provision shall control every other provision of all agreements between Borrower or Mortgagors and Mortgagee. 8.2 Payment by Any Party. Any payment made in accordance with the terms of this Mortgage by any Person at any time liable for the payment of the whole or any part of the sums now or hereafter secured by this Mortgage, or by any subsequent owner of the Premises, or by any other Person whose interest in the Premises might be prejudiced in the event of a failure to make such payment, or by any beneficiary, stockholder, partner, officer, director or affiliate of any Person which at any time may be liable for such payment or may own or have such an interest in the Premises or Mortgagor, shall be deemed, as among Mortgagee and all Persons who at any time may be liable as aforesaid or may own the Premises or to have an interest therein, to have been made on behalf of all such Persons. 8.3 Sale No Effect on Liability. No sale of the Premises, or any forbearance by Mortgagee in exercising any right or remedy hereunder or otherwise afforded by applicable law, shall be a waiver of or preclude the exercise of any right or remedy hereunder. Nor shall any sale of the Premises affect the liability of any party to the Loan Documents or any Person liable or to become liable with respect to the secured indebtedness. 8.4 Mortgagors' Duty to Defend and Pay Expenses. Mortgagors, at their sole expense, will appear in and affirmatively defend all actions or proceedings purporting to affect the security hereof or any right or power of Mortgagee hereunder. Mortgagors shall save Mortgagee harmless from all costs and expenses, including but not limited to reasonable attorneys' fees, costs of title search, continuation of abstract(s) and preparation of survey incurred by reason of any action, suit, proceeding, hearing, motion or application before any court or administrative body in which Mortgagee may be or become a party by reason of this Mortgage, including but not limited to condemnation, bankruptcy, and administrative proceedings, as well as any other of the foregoing where a proof of claim is by law required to be filed, or in which it becomes necessary to defend or uphold the terms or lien of this Mortgage. Mortgagee, in its sole discretion, may appear in and defend any such action or proceeding, and upon an event of default Mortgagee is authorized to pay, purchase or compromise on behalf of Mortgagor any encumbrance or claim which in its judgment appears to or purports to affect the security hereof or to be superior hereto. All expenditures and expenses of the nature in this paragraph mentioned and collection efforts regarding Mortgage payments, costs of exercising the rights granted under the Loan Documents, as well as recordkeeping costs resulting therefrom and such expenses and fees as may be incurred in the protection of the Premises and the maintenance of the lien of this Mortgage, including the fees of any attorneys DMWEST #9444941 v2 17 31 employed by Mortgagee in any litigation or proceeding affecting this Mortgage, the Loan Documents or the Premises, including appellate, probate and bankruptcy proceedings, or in preparation for the commencement or defense of any proceeding or threatened suit or proceeding, shall be immediately due and payable by Mortgagors. All sums expended or costs incurred by Mortgagee referred to in this Section, if not repaid on demand, shall bear interest at the default rate of interest described in the Note. 8.5 Right to Inspect; Entry upon Premises. Upon reasonable prior notice, Mortgagee and any persons authorized by Mortgagee shall have the right to enter upon and inspect the Premises from time to time and to perform such environmental inspections, audits, tests and site assessments as Mortgagee deems necessary. 8.6 Forbearance, Etc. Not a Waiver. Failure to accelerate the maturity of all indebtedness secured hereby upon the occurrence of any event of default hereunder, or acceptance of any sum after the same is due, or acceptance of any sum less than the amount then due, or failure to demand strict performance by Mortgagors of the provisions of this Mortgage or any forbearance by Mortgagee in exercising any right or remedy hereunder or otherwise afforded by law shall not constitute a waiver by Mortgagee of any provision of this Mortgage nor nullify the effect of any previous exercise of any such option to accelerate or other right or remedy. 8.7 Mortgagee's Expenses. If Mortgagee shall incur or expend any sums including reasonable attorneys' fees, whether or not in connection with any action or proceeding, to sustain the lien of this Mortgage or its priority, or to protect or enforce any of its rights hereunder, or to recover any indebtedness hereby secured, or for any title examination or title insurance policy relating to the title to the Premises, all such sums shall on notice and demand be paid by Mortgagors, and shall be a lien on the Premises, prior to any right or title to, or claim upon, the Premises subordinate to the lien of this Mortgage, and shall be deemed to be secured by this Mortgage. 8.8 Modification Procedure. This Mortgage may not be amended, charged, modified, altered or terminated except by an instrument in writing. No requirement of this Mortgage, or any Loan Document can be waived at any time except by a writing signed by Mortgagee, nor shall any waiver be deemed a waiver of any subsequent breach or event of default of Mortgagors. 8.9 Filing and Recording Fees. Mortgagors will pay all filing, registration or recording fees, and all expenses incident to the execution and acknowledgment of this Mortgage and all federal, state, county, and municipal taxes, and other taxes, duties, imposts, assessments and charges arising out of or in connection with the execution and delivery of the Loan Documents. 8.10 Notices. Any notice, demand or other communication given pursuant to the terms hereof shall be in writing and shall be effective only if (a) delivered by personal service, or (b) mailed by certified first class mail, return receipt requested, postage prepaid, or (c) delivered by nationwide, overnight delivery service, with charges prepaid. All notices must be addressed to the address of the parties set forth in this Section. Any such notice, demand or other communication shall be effective on the third business day after being deposited in the United States Mail or upon delivery or refusal of delivery, as the case may be. Any party may at any time change its address for such notice by delivering or mailing to the other parties hereto, as aforesaid, a notice of such change. Nothing in this Section shall be construed as requiring Mortgagee to give any notice of an event of default or of intent to accelerate, unless otherwise expressly provided herein. The addresses of the parties for purposes of this Mortgage are as follows: DMWEST #9444941 v2 18 MORTGAGOR: MORTGAGEE: With a copy to: DMWEST #9444941 v2 19 Circle B Land Company Fish Creek, LLC Circle B Land Company Hufford, LLC Circle B Land Company Mayfield, LLC Circle B Land Company Starvation Pasture, LLC Circle B Land Company Tom Goure, LLC Circle B Land Company West Hills, LLC P.O. Box 51298 Idaho Falls, Idaho 83405 Attn: Thel Casper Facsimile No. Zions First National Bank 202 N. 9 Street, Suite 201 Boise, Idaho 83702 Attn: Wesley Jost Facsimile No. (888) 491 -9844 Zions First National Bank Attn: Law Department One South Main, Suite 1100 Salt Lake City, Utah 84133 Facsimile No. (866) 281 -0762 001.3 8.11 Waiver of Rights by Mortgagors. To the extent permitted by applicable law, each Mortgagor waives the benefit of all laws now existing or that hereafter may be enacted providing for (a) any appraisement before sale of any portion of the Premises, or (b) extension of the time for the enforcement or collection of all or any portion of the indebtedness secured hereby, or (c) creation of an extension of the period of redemption from or a moratorium on any sale made pursuant to this Mortgage. To the extent permitted by applicable law, each Mortgagor agrees that it will not at any time insist upon, plead, claim or take the benefit or advantage of any law now or hereafter in force providing for any appraisement, valuation, stay, extension, redemption or moratorium, and each Mortgagor, for itself and its successors and assigns, and for any and all persons ever claiming any interest in the Premises, to the extent permitted by law, hereby waives and releases all rights of redemption, valuation, appraisement, moratorium, stay of execution, notice of election to mature or declare due the whole of the secured indebtedness and marshaling in the event of a foreclosure of the liens hereby created. If any law referred to in this 8.11 and now in force, of which such Mortgagor, its successors and assigns or other person might take advantage despite this 8.11, shall hereafter be repealed or cease to be in force, such law shall not thereafter be deemed to preclude the application of this 8.11. Each Mortgagor expressly waives and relinquishes any and all rights and remedies which it may have or be able to assert by reason of the laws pertaining to the rights and remedies of sureties. Each Mortgagor waives, to the full extent permitted by law, all statutes of limitations as a defense to this Mortgage and any obligation secured by this Mortgage. Each Mortgagor for itself and all who may claim through or under it waives any and all right to have the property and estates comprising the Premises marshaled upon any foreclosure of the lien hereof and agrees that any court having jurisdiction to foreclose such lien may order the Premises sold as an entirety. Each Mortgagor hereby expressly waives any and all rights of redemption from sale under any order or decree of foreclosure, pursuant to rights herein granted, on behalf of itself, the trust estate and all persons beneficially interested therein if such Mortgagor is a land trust, and each and every person acquiring any interest in, or title to, the Premises described herein subsequent to the date of this Mortgage, and on behalf of all other persons to the extent permitted by law. 0013 8.12 Severability. In case any one or more of the covenants, agreements, terms or provisions contained herein or in the Loan Documents, shall be invalid, illegal or unenforceable in any respect, the validity of the remaining covenants, agreements, terms or provisions shall in no way be affected, prejudiced or disturbed thereby, and to this end the provisions of all such Loan Documents are declared to be severable. 8.13 Covenants to Run with Land; Successors and Assigns. This Mortgage and all the terms, covenants, conditions, agreements and requirements hereof, whether stated herein at length or incorporated herein by reference, shall be covenants running with the land so long as this Mortgage is in effect and shall be binding upon and inure to the benefit of the heirs, executors, administrators, successors and assigns of Mortgagors and Mortgagee. 8.14 Definitions. Wherever used in this Mortgage, unless the context clearly indicates a contrary intent or unless otherwise specifically provided herein, the word "Mortgagor" shall mean "Mortgagor and/or any subsequent owner or owners of the Premises the word "Mortgagee" shall mean "Mortgagee or any subsequent holder or holders of this Mortgage the word "Person" shall mean "an individual, corporation, partnership or unincorporated association pronouns of any gender shall include the other gender; and either the singular or plural shall include the other. All other capitalized terms used but not otherwise defined in this Mortgage shall have the meanings ascribed thereto in the Loan Advance Agreement, unless the context otherwise requires. 8.15 Governing Law. This Mortgage is to be construed and enforced according to and governed by the laws of the State of Wyoming. 8.16 Captions. The headings or captions of the Articles, Sections, paragraphs, and subdivisions of this Mortgage are for convenience of reference only, are not to be considered a part hereof, and shall not limit or otherwise affect any of the terms hereof. 8.17 Risk of Loss of Property. Each Mortgagor acknowledges that its interest in the Mortgaged Property and the Premises is pledged as collateral for the obligations of Borrower to Mortgagee under the Loan Advance Agreement, and that each Mortgagor may lose its title to the Mortgaged Property and the Premises through foreclosure if the Advance is not repaid as agreed. 8.18 Dispute Resolution. This section contains a jury waiver, arbitration clause, and a class action waiver. READ IT CAREFULLY. This dispute resolution provision shall supersede and replace any prior "Jury Waiver," "Judicial Reference," "Class Action Waiver," "Arbitration," "Dispute Resolution," or similar alternative dispute agreement or provision between or among the parties. (a) Jury Trial Waiver; Class Action Waiver. As permitted by applicable law, each party waives their respective rights to a trial before a jury in connection with any Dispute (as "Dispute" is hereinafter defined), and Disputes shall be resolved by a judge sitting without a jury. If a court determines that this provision is not enforceable for any reason and at any time prior to trial of the Dispute, but not later than 30 days after entry of the order determining this provision is unenforceable, any party shall be entitled to move the court for an order compelling arbitration and staying or dismissing such litigation pending arbitration "Arbitration Order If permitted by applicable law, each party also waives the right to litigate in court or an arbitration proceeding any Dispute as a class action, either as a member of a class or as a representative, or to act as a private attorney general. DMWEST #9444941 v2 20 0®1.3?; (b) Arbitration. If a claim, dispute, or controversy arises between us with respect to this Mortgage, related agreements, or any other agreement or business relationship between any of us whether or not related to the subject matter of this Agreement (all of the foregoing, a "Dispute and only if a jury trial waiver is not permitted by applicable law or ruling by a court, any of us may require that the Dispute be resolved by binding arbitration before a single arbitrator at the request of any party. By agreeing to arbitrate a Dispute, each party gives up any right that party may have to a jury trial, as well as other rights that party would have in court that are not available or are more limited in arbitration, such as the rights to discovery and to appeal. Arbitration shall be commenced by filing a petition with, and in accordance with the applicable arbitration rules of, JAMS or National Arbitration Forum "Administrator as selected by the initiating party. If the parties agree, arbitration may be commenced by appointment of a licensed attorney who is selected by the parties and who agrees to conduct the arbitration without an Administrator. Disputes include matters (i) relating to a deposit account, application for or denial of credit, enforcement of any of the obligations we have to each other, compliance with applicable laws and/or regulations, performance or services provided under any agreement by any party, (ii) based on or arising from an alleged tort, or (iii) involving either of our employees, agents, affiliates, or assigns of a party. However, Disputes do not include the validity, enforceability, meaning, or scope of this arbitration provision and such matters may be determined only by a court. If a third party is a party to a Dispute, we each will consent to including the third party in the arbitration proceeding for resolving the Dispute with the third party. Venue for the arbitration proceeding shall be at a location determined by mutual agreement of the parties or, if no agreement, in the city and state where lender or bank is headquartered. After entry of an Arbitration Order, the non moving party shall commence arbitration. The moving party shall, at its discretion, also be entitled to commence arbitration but is under no obligation to do so, and the moving party shall not in any way be adversely prejudiced by electing not to commence arbitration. The arbitrator: (i) will hear and rule on appropriate dispositive motions for judgment on the pleadings, for failure to state a claim, or for full or partial summary judgment; (ii) will render a decision and any award applying applicable law; (iii) will give effect to any limitations period in determining any Dispute or defense; (iv) shall enforce the doctrines of compulsory counterclaim, res judicata, and collateral estoppel, if applicable; (v) with regard to motions and the arbitration hearing, shall apply rules of evidence governing civil cases; and (vi) will apply the law of the state specified in the agreement giving rise to the Dispute. Filing of a petition for arbitration shall not prevent any party from (i) seeking and obtaining from a court of competent jurisdiction (notwithstanding ongoing arbitration) provisional or ancillary remedies including but not limited to injunctive relief, property preservation orders, foreclosure, eviction, attachment, replevin, garnishment, and/or the appointment of a receiver, (ii) pursuing non- judicial foreclosure, or (iii) availing itself of any self -help remedies such as setoff and repossession. The exercise of such rights shall not constitute a waiver of the right to submit any Dispute to arbitration. Judgment upon an arbitration award may be entered in any court having jurisdiction except that, if the arbitration award exceeds $4,000,000, any party shall be entitled to a de novo appeal of the award before a panel of three arbitrators. To allow for such appeal, if the award (including Administrator, arbitrator, and attorney's fees and costs) exceeds $4,000,000, the arbitrator will issue a written, reasoned decision supporting the award, including a statement of authority and its application to the Dispute. A request for de novo appeal must be filed with the arbitrator within 30 days following the date of the arbitration award; if such a request is not made within that time period, the arbitration decision shall become final and binding. On appeal, the arbitrators shall review the award de novo, meaning that they shall reach their own findings of fact and conclusions of law rather than deferring in any manner to the original arbitrator. Appeal of an arbitration award shall be pursuant to the rules of the Administrator or, if the Administrator has no such rules, then the JAMS arbitration appellate rules shall apply. DMWEST #9444941 v2 21 Arbitration under this provision concerns a transaction involving interstate commerce an shall e governed by the Federal Arbitration Act, 9 U.S.C. 1 et seq. This arbitration provision shall survive any termination, amendment, or expiration of this Agreement. If the terms of this provision vary from the Administrator's rules, this arbitration provision shall control. (c) Reliance. Each party (i) certifies that no one has represented to such party that the other party would not seek to enforce jury and class action waivers in the event of suit, and (ii) acknowledges that it and the other party have been induced to enter into this Mortgage by, among other things, the mutual waivers, agreements, and certifications in this section. DATED effective as of the date above written. DMWEST #9444941 v2 22 MORTGAGORS: CIRCLE B LAND COMPANY FISH CREEK, LLC, an Idaho limited liability company By: BV Management Services, Inc., an Idaho corporation, the Manager B CIRCLE B LAND COMPANY HUFFORD, LLC, an Idaho limited liability company By: BV Management S ices, Inc., an Idaho corporation, the M�er i By: CIRCLE B LAND COMPANY MAYFIELD, LLC, an Idaho limited liability company By: BV Management Services, Inc., an Idaho corporation, the Mana r Bv: y iddiard, President iddiard, sident diard, Preside DMWEST #9444941 v2 23 CIRCLE B LAND COMPANY STARVATION PASTURE, LLC, an Idaho limited liability company By: BV Management Services, Inc., an Idaho corporation, the Man ,.:er By: iddiard, President CIRCLE B LAND COMPANY TOM GOURE, LLC, an Idaho limited liability company By: BV Management Services, corporation, the nager By Co Liddiard, Presi Inc., an Idaho CIRCLE B LAND COMPANY WEST HILLS, LLC, an Idaho limited liability company By: BV Management Services, Inc., an Idaho corporation, the Manager Liddiard, P ideht STATE OF y 1,0,10 s COUNTY OF The foregoing instrument CORTNEY LIDDIARD, who is corporation, which is the Manag limited liability company. My Commission Expires: 1o•a col STATE OF IDp4,o s COUNTY OF The foregoing instrument CORTNEY LIDDIARD, who is corporation, which is the Manager liability company. My Commission Expires: ca 9-018 DMWEST #9444941 v2 24 a gi p s O i‘ /Ir I DIP`. was acknowledged before me this day of December, the President of BV MANAGEMENT SERVICES, INC., er of CIRCLE B LAND COMPANY FISH CREEK, LLC, 1'4z AGk 4 NOTARY PUB C (I Residing at: W T ry t e., cul MCP V1D thi ///11""1"1"\\\ was acknowledged before me this day of December, 2012, by the President of BV MANAGEMENT SERVICES, INC., an Idaho of CIRCLE B LAND COMPANY HUFFORD, LLC, an Idaho limited s. \-k AK Oz -oV A erk) NOTARY PUBL_'ICiC p Residing at: 1 o V3 lk _l(� u 2012, by an Idaho an Idaho (0-Q, kith fix ID sNOD- STATE OF -rppkw ss. COUNTY OF �°'��.�t,,A,: 00I. The foregoing instrument was acknowledged before me this t day of December, 2012, by CORTNEY LIDDIARD, who is the President of BV MANAGEMENT SERVICES, INC., an Idaho corporation, which is the Manager of CIRCLE B LAND COMPANY MAYFIELD, LLC, an Idaho limited liability company. My Commission Expires: 10 (q aD ig 1 ,00 111111111 ///1/4, COOK X 01 AI STATE OF =/�iko °L 'tl B LAC"../0. The foregoing instrument was acknowledged before me this day of December, 2012, by CORTNEY LIDDIARD, who is the President of BV MANAGEMENT SERVICES, INC., an Idaho corporation, which is the Manager of CIRCLE B LAND COMPANY STARVATION PASTURE, LLC, an Idaho limited liability company. COUNTY OF 3c> AEI My Commission Expires: ss. DMWEST #9444941 v2 25 AU ft k CS NOTARY PUBLIC Residing at: 1.45 ra M,1 Q k tacQ Ic .)L 4 elo 4.66:k S6A NOTARY PUBLIC, n p Residing at: [.D y'3 -rG�.i1l2,1 C v T 0 LL STATE OF ss. COUNTY OF fsx,,,,.L„i�,, The foregoing instrument was CORTNEY LIDDIARD, who is the corporation, which is the Manager of limited liability company. My Commission Expires: STATE OF =per, ss. COUNTY OF �i�,.��. My Commission Expires: DMWEST #9444941 v2 26 0\0 11111111 N/0N 0\ COpk 1 8 L G acknowledged before me this day of December, 2012, by President of BV MANAGEMENT SERVICES, INC., an Idaho CIRCLE B LAND COMPANY TOM GOURE, LLC, an Idaho cu 0,co NOTARY PUBLIC Residing at: 1 1 .6 ra- X. Jtatk 01 x off ®®-s cuk efiDMYI 0013 N' (1 13 L %O OF The foregoing instrument was acknowledged before me th !I1 UU 2 t ay of December, 2012, by CORTNEY LIDDIARD, who is the President of BV MANAGEMENT SERVICES, INC., an Idaho corporation, which is the Manager of CIRCLE B LAND COMPANY WEST HILLS, LLC, an Idaho limited liability company. NOTARY PUBLIC f a fj, Q Residing at: �C YVI LQ C T (a cQ Mak 1 att4e (1 4oc FISH CREEK EXHIBIT A LEGAL DESCRIPTION OF MORTGAGED PROPERTY The following described real property is located in Lincoln County, Wyoming: 003. TOWNSHIP 23 NORTH, RANGE 117 WEST, 6TH P.M., LINCOLN COUNTY, WYOMING: TOWNSHIP 23 NORTH, RANGE 118 WEST, 6TH P.M., LINCOLN COUNTY WYOMING DMWEST #9444941 v2 A -1 SECTION 5 NW/SW/4, SE'/ SW'/ SECTION 6 LOTS 10, 11, 12, 13, 14, 16, 18, 19, SANE% (LESS PARCEL DEEDED TO ZEBRE AT BOOK 119PR, PAGE 461) SECTION 7 LOTS 7, 8, 9, 13, 14, 15, SE'/NE'/ N'ANE'% SECTION 8 NE' /NE' SW %NE' W'ASE'/ SECTION 9 SW' /NW% SECTION 17 NE'/NW N'ASW'/ SECTION 18 LOTS 5, 7, 8, 9, 10, 11, 12, 13, SW' /NE /4, NE' /SE% SECTION 19 LOTS 13, 15 SECTION 20 NW'/ SW'/ SECTION 22 SW %SW% SECTION 23 SW' /SW% (LESS TRACT 40) SECTION 26 NW' /NW'/ (LESS TRACT 40), SW' /NW'/ SECTION 27 SE'/SW'/ SECTION 28 NW%NE'/ NW'/NW SECTION 29 S'ANW SECTION 30 LOT 10, S'ANE'/ SECTION 32 NE' /SW' SE %NE'/ SECTION 33 NW' /NE'/ SECTION 34 NW' /SE' NW' /SW'/ SECTION 35 SW%NW'/ SECTION 1 LOTS 5, 6, 7, SANE' N' /SE' SW`'%SW' SE' /SE' SW'/SE% (LESS DEEDED TO ZEBRE AT BOOK 119PR, PAGE 461) SECTION 2 LOTS 5, 6, SW' /SE' SW %NE' NW' /SE'/ SECTION 11 SW' /NE /4, NE' /SE' SW' /SE' NW' /NE SW' /SW'/ SECTION 12 NE' /NW' WAWA, EASE' SE' /NE% SECTION 13 N'ASE W'ANW SE %NW' E'ANE% SECTION 14 SE' /SW' NE' /SE' SW %SE NE' /NW% SECTION 24 SW' <S0/4, NE %SW'/ SECTION 25 NE1/4NW1/4 SECTION 27 NE' /NW'/ TOM GOURE TOWNSHIP 23 NORTH, RANGE 118 WEST, 6TH P.M., LINCOLN COUNTY WYOMING SECTION 4 SECTION 5 SECTION 8 SECTION 9 SECTION 17 SECTION 20 SECTION 21 TOWNSHIP 24 NORTH, RANGE 118 WEST OF THE 6TH P.M., LINCOLN COUNTY, WYOMING: SECTION 21 E1/2SE NE' /SW' SE' /NE1/4, W1/2E1/2, SE'/SW' /a, NW' NE %NE'/ SECTION 22 SW SW'/ SECTION 27 NE' N%ZNW NW' /SE' E''SE% (LESS PARCEL DEEDED TO ZEBRE AT BOOK 119PR, PAGE 461) SECTION 28 N'/ZNE'/, E1/2W1/2, SW' /NE'/, W1/2SE 1/4, NW' /NE'/ SECTION 33 SE %NW' E%2SW' NE' W1/2SE'/ SECTION 33 SE' /NW' /a, E%2SW' NE' SE'/ SECTION 34 NE %NE'/ (LESS PARCEL DEEDED TO ZEBRE AT BOOK 119PR, PAGE 461) DMWEST #9444941 v2 LOTS 5, 6, 7, 8, SW'/NW S%ZSW NW' /SW% LOT 5 SE %NE' E1/2S0/4 NW %NW' N''ASW SW%SW'/ E1/2, SW' E1/2NW SW1/4NW% NE' E1/2NW'/ SW %NW% A -2 001V HUFFORD 0014 TOWNSHIP 24 NORTH, RANGE 118 WEST OF THE 6TH P.M., LINCOLN COUNTY, WYOMING: PART OF TRACT 79 (ORIGINALLY LOTS 3, 4 OF SECTION 7) PART OF TRACT 80 (ORIGINALLY LOTS 1, 2, OF SECTION 7) TRACTS 97F, 97G (LESS PARCEL DEEDED TO JOHN RUSSELL THORNOCK, SR. AND EMMA LUCY THORNOCK AT BOOK 509PR, PAGE 572) SECTION 6 LOTS 20, 21, 22, 26, W%ZSE'/ AND ALL OF LOTS 17 AND LOTS 25; AND THAT PART OF LOT 14 AND LOT 24 OF SAID SECTION 6 LYING AND BEING SITUATED SOUTHERLY OF THE FOLLOWING DESCRIBED EXISTING FENCE LINE: BEGINNING AT A POINT ON THE WEST LINE OF SAID LOT 24, N00 °28'15 "E., 578.54 FEET OF CORNER NO. 2 OF SAID TRACT 97, FOUND AS DESCRIBED IN THE CORNER RECORD FILE IN THE OFFICE OF THE CLERK OF LINCOLN COUNTY; THENCE 89 °01'12 "E, 583.41 FEET ALONG SAID FENCE TO A POINT; THENCE S88 °45'49 "E, 457.47 FEET ALONG SAID FENCE TO A POINT; THENCE S88° 50'51 "E., 421.64 FEET ALONG SAID FENCE AND AN EASTERLY PROTRACTION OF SAID FENCE AND AN EASTERLY PROTRACTION OF SAID FENCE TO THE EAST LINE OF SAID LOT 14 SECTION 7 LOTS 5, 10 11, W'YNE' NW %SE% TOWNSHIP 24 NORTH, RANGE 119 WEST, 6TH P.M., LINCOLN COUNTY, WYOMING: TRACT 78 (ORIGINALLY W' /ZNW' SW' W'hSE% OF SECTION 12) PART OF TRACT 79 (ORIGINALLY E'/ASE'/ OF SECTION 12) PART OF TRACT 80 (ORIGINALLY PANE'/ OF SECTION 12) TRACT 81 (ORIGINALLY W'/ANE E' /2NW' /a OF SECTION 12) TRACT 95 (ORIGINALLY NW'/ <SW'/ OF SECTION 2 AND NE' /SE'/ OF SECTION 3 LESS PARCEL DEEDED TO TOWN OF COKEVILLE AT BOOK 388PR, PAGE 206) TRACTS 97D, 97E, 97F AND 97G (LESS PARCEL DEEDED TO JOHN RUSSELL THORNOCK, SR. AND EMMA LUCY THORNOCK AT BOOK 509PR, PAGE 572) THAT PART OF TRACT 97 -H, TRACT 97 -I, TRACT 97 -J, TRACT 97K, AND LOT 46 IN SECTION 1 AND LOT 38 IN SECTION 2, TOWNSHIP 24 NORTH, RANGE 119 WEST, LINCOLN COUNTY, WYOMING, LYING AND BEING SITUATED SOUTHERLY OF THE FOLLOWING DESCRIBED EXISTING FENCE LINE: BEGINNING AT A POINT ON THE EAST LINE OF SECTION 1, N00 °14'38 "E, 583.78 FEET OF THE CLOSING CORNER BETWEEN SAID SECTION 1 AND SECTION 6, TOWNSHIP 24 NORTH, RANGE 118 WEST, ON THE SOUTH LINE OF N88 °50'13 "W, 1070.76 FEET ALONG SAID FENCE TO A POINT; THENCE N88 °47'59 "W, 690.86 FEET ALONG SAID FENCE TO A POINT; THENCE N88 °47'13 "W, 1011.30 FEET ALONG SAID FENCE TO A POINT; THENCE N88 °42'26 "W, 934.30 DMWEST #9444941 v2 A -3 U0142 FEET ALONG SAID FENCE TO A POINT; THENCE N 88 °41'49 "W, 457.76 FEET ALONG SAID FENCE TO A POINT; THENCE N88 °20'37 "W, 560.07 FEET MORE OF LESS, ALONG SAID FENCE AND A WESTERLY PROTRACTION TO SAID FENCE TO THE WEST LINE OF SAID LOT 38 SECTION 1 LOTS 20, 21, 24, 25, 33, 34, 37, 45 SECTION 2 LOTS 30, 33, 35, 37, SW' /aSW' /a, S''SE SE' /SW% SECTION 3 LOT 43, SE' /SE'/ SECTION 10 N'/ SE%, NE% SECTION 11 N''NW' /a, SW %NW NW' /SW W1/2 SE' NW'/NE%, NE %NE' /a, S''NE' SE' /NW E' /2SW' NE SE' SE'/ SE'/ SECTION 12 LOTS 10, 11, 18, 21, 22, 25 SECTION 13 LOT 3 SECTION 14 N1/2NE' NE' /NW' LOTS 1, 4, 6 DMWEST #9444941 v2 A -4 WEST HILLS TOWNSHIP 24 NORTH, RANGE 119 WEST, 6TH P.M., LINCOLN COUNTY, WYOMING: TRACT 54 (ORIGINALLY SE% OF SECTION 20) Less and Except all of that Part of Tract 54 lying westerly of the westerly right -of -way line of the Oregon Short Line Railroad. TRACT 57 (ORIGINALLY N1/2SW'' SE' /SW% OF SECTION 17 AND NE OF SECTION 20) Less and Except that part of tract 57 described as follows: Commencing at the Northeast corner (Corner No. 1) of Said tract 57 running thence S 0 °05'17" W, 1306.71 feet along the East Line thereof to the Point of beginning. Thence Continuing S 0°05'17" W, 1312.72; Feet along said East Line to Corner No. 6 of Tract 58; Thence S 0 °41'54" E, 1308.19 feet along the East line of said tract 57 to the Southeast Corner Thereof (Corner No. 2 of Tract 57); Thence S 89 °49'40" W, 1336.46 feet along the south line of said tract 57 to the southwest corner thereof (Corner No. 3 of Tract 57); Thence N 0 °14'02" E, 1319.74 feet along the west line of said tract 57 to comer No 2 of Tract 56; Thence N 0 °04'29" W, 1294.68 feet along the west line of said Tract 57 to Corner No. 4 thereof; Thence N 89 °32'51" E, 1318.87 feet to the point of beginning TRACT 58 (ORIGINALLY SE' /aSE' /a OF SECTION 17 AND N %2NE SW1/4NE1/4, SW''%NE'/ OF SECTION 20) Less and Except all of that Part of Tract 58 lying westerly of the westerly right -of -way line of the Oregon Short Line Railroad. TRACT 59 (ORIGINALLY SE''%NE'% OF SECTION 20) Less and Except all of the Part of Tract 59 lying Westerly of the Westerly Right -of -way line of the Oregon Short Line Railroad TRACT 66 (ORIGINALLY SW' /4NE'/, W' /2SE' /a, NE' /aSE% OF SECTION 17) TRACT 70 (ORIGINALLY SW' /SE% OF SECTION 7) DMWEST #9444941 v2 A -5 0© PART OF TRACT 67 (ORIGINALLY N'/2NE' /a, E' /2NW' /a OF SECTION 17) AS DESCRIBED IN DEED RECORDED AT BOOK 198PR, PAGE 688 TRACT 68 (ORIGINALLY W%ZSW'% OF SECTION 8 AND W% SW''% OF SECTION 8 AND W' /2NW' /a OF SECTION 17) TRACT 69 (ORIGINALLY NW/NO/4, SE %NE' /a, NE' /aSE% OF SECTION 18 LESS PARCEL DEEDED TO LAVOY O. TAYLOR AT BOOK 207PR, PAGE489 AND LESS PARCEL DEEDED TO TERRI A. SCHULTZ AT BOOK 495PR, PAGE 426) TRACT 71 (ORIGINALLY Nl /2SE' SE'4SE% OF SECTION 7 AND NE /NE'/ OF SECTION 18 LESS PARCEL DEEDED TO ROBERTS AT BOOK 24 DEEDS, PAGE 416) TRACT 72 (ORIGINALLY E' /2SW'% OF SECTION 8) TRACT 73 (ORIGINALLY W1/2SE'/ OF SECTION 8) SECTION 18 E' /2SW'/a, LOTS 9, 10, 17, 18 SECTION 19 E1/2NW LOTS 5, 6 SECTION 30 LOTS 5, 6, 7, 8, NE TOWNSHIP 24 NORTH, RANGE 120 WEST, 6TH P.M., LINCOLN COUNTY, WYOMING: TRACT 39 (ORIGINALLY S /4 OF SECTION 13) EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PARCELS: (WEST PARCEL) 001 SECTION 13 LOTS 1, 12, EV2NE' SE'/ SECTION 24 LOTS 1, 14, SE' /NE' E1/2SE N1/2NE1/4, E1/2NW SW %NE SECTION 25 NE' /NW' /a, N'YNE' /o, SE' /NE N'/ZSE' N W1/2NW1/4, SW %NE SE' /NW''% SECTION 26 N1/2 SE'/, S %ZNE 1 NIASW NW% (LESS PARCEL DEEDED TO ETCHEVERRY SHEEP COMPANY AT BOOK 28PR, PAGE 429) A TRACT OF LAND LOCATED IN TRACTS 57, 66, 67, 68, 69, 70, 71, AND 72, TOWNSHIP 24 NORTH, RANGE 119 WEST, 6TH P.M., LINCOLN COUNTY, WYOMING, SAID TRACT BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT CORNER NO. 4 OF SAID TRACT 70, THE ORIGINAL STONE MONUMENT, AND RUNNING THENCE SOUTH 89 °55'06" EAST, 466.71 FEET ALONG THE NORTH LINE THEREOF TO THE CENTERLINE OF THE UTAH LINE COKEVILLE COUNTY ROAD NO. 12- 207, AS SAID ROAD IS DESCRIBED IN THAT GRANT OF EASEMENT FILED IN BOOK 120PR ON PAGE 509 OF THE LINCOLN COUNTY RECORDS; THENCE NORTH 27 °58'04" EAST, 258.62 FEET ALONG SAID CENTERLINE TO THE POINT OF CURVATURE OF A CURVE TO THE RIGHT HAVING A RADIUS OF 13,749.95 FEET; THENCE 927.93 FEET ALONG THE ARC OF SAID CURVE AND SAID CENTERLINE THROUGH A CENTRAL ANGLE OF 03 °52'00 THE LONG CHORD OF WHICH BEARS NORTH 29 °54'04" EAST, 927.75 FEET TO A POINT TANGENT; THENCE NORTH 31 °50'04" EAST, 123.82 FEET ALONG SAID CENTERLINE TO THE POINT OF CURVATURE OF A CURVE TO THE LEFT HAVING A RADIUS OF 954.94 FEET; THENCE 276.58 FEET ALONG THE ARC OF SAID CURVE AND SAID CENTERLINE THROUGH A CENTRAL ANGLE OF 16 °35'40 THE LONG CHORD OF WHICH BEARS NORTH 23 °3T14" EAST, 275.61 FEET, TO A POINT LYING ON THE NORTH LINE OF SAID TRACT 71; THENCE SOUTH 89°4T40" EAST, 78.67 FEET ALONG SAID NORTH LINE OF TRACT 71 TO CORNER NO. 3 OF TRACT 83, A 2 ALUMINUM PIPE WITH A 3 ALUMINUM CAP INSCRIBED "LS 2500" AND APPROPRIATE DETAILS; THENCE CONTINUING ALONG SAID NORTH LINE OF TRACT 71, SOUTH 89 °50'53" EAST, 1323.01 FEET TO CORNER NO. 1 THEREOF (ALSO CORNER NO. 4 OF SAID TRACT 68) A 2 ALUMINUM PIPE WITH A 3 -1/4" ALUMINUM CAP INSCRIBED "LS 2500" AND APPROPRIATE DETAILS; DMWEST #9444941 v2 A -6 001. 4 THENCE NORTH 89 °19'02" EAST, 1096.19 FEET ALONG THE NORTH LINE OF SAID TRACT 68 TO THE WESTERLY RIGHT -OF -WAY LINE OF THE OREGON SHORT LINE RAILROAD AS SAID RIGHT -OF -WAY WAS ESTABLISHED FROM RAILROAD ALIGNMENT PLANS AT 100' WESTERLY OF THE CENTERLINE OF THE MAIN TRACK; THENCE SOUTH 18 °36'49" EAST, 2897.34 FEET, MORE OR LESS, ALONG SAID RIGHT -OF- WAY LINE TO THE NORTH LINE OF TRACT 67; THENCE NORTH 88 °20'03" EAST, 44.16 FEET ALONG SAID RIGHT -OF -WAY LINE AND THE NORTH LINE OF SAID TRACT 67 TO AN EXISTING FENCE LINE; THENCE SOUTH 18 °37'42" EAST, 2076.95 FEET ALONG SAID RIGHT -OF -WAY LINE AS EVIDENCED BY THE EXISTING FENCE LINE; THENCE SOUTH 72 °43'16" WEST, 38.81 FEET ALONG SAID EXISTING FENCE AND RIGHT -OF- WAY LINE; THENCE SOUTH 18 °33'49" EAST, 3384.79 FEET ALONG SAID EXISTING FENCE LINE AND RIGHT -OF -WAY LINE TO A POINT ON THE SOUTH LINE OF TRACT 66, SAID POINT LYING SOUTH 88 °51'36" WEST, 192.88 FEET FROM CORNER NO. 6 OF SAID TRACT 66; THENCE SOUTH 88 °51'36" WEST, 1102.66 FEET ALONG THE SOUTH LINE OF SAID TRACT 66 TO THE SOUTHWEST CORNER THEREOF (CORNER NO. 7 OF TRACT 66), A 3/4" STEEL BAR WITH A 3 ALUMINUM CAP INSCRIBED "STANTON G. TAGGART PLS 6386" AND APPROPRIATE DETAILS; SAID CORNER LYING ON THE EAST LINE OF SAID TRACT 57; THENCE NORTH 00 °05'17" EAST, 1312.72 FEET ALONG THE EAST LINE OF SAID TRACT 57 TO A 5/8" STEEL BAR WITH A 1 -1/2" ALUMINUM CAP INSCRIBED "STAN TAGGART PLS 6386 THENCE, LEAVING SAID EAST LINE OF TRACT 57, SOUTH 89 °32'51" WEST, 1318.87 FEET TO CORNER NO. 4 OF SAID TRACT 57, A 3/4" STEEL BAR WITH A 3 -1/4" ALUMINUM CAP INSCRIBED "STANTON G. TAGGART PLS 6386" AND APPROPRIATE DETAILS; THENCE CONTINUING SOUTH 89 °32'51" WEST, 1319.65 FEET ALONG THE SOUTH LINE OF SAID TRACT 57 TO CORNER NO. 5 OF SAID TRACT 57 ALSO CORNER NO. 4 OF TRACT 69), THE ORIGINAL STONE MONUMENT; THENCE NORTH 89 °54'40" WEST, 949.59 FEET ALONG THE SOUTH LINE OF SAID TRACT 69 TO THE POINT OF INTERSECTION WITH THE EAST LINE OF SECTION 18, SAID POINT MARKED WITH THE ORIGINAL STONE MONUMENT; THENCE, CONTINUING ALONG THE SOUTH LINE OF SAID TRACT 69, NORTH 89 °49'17" WEST, 376.56 FEET TO CORNER NO. 5 THEREOF, THE ORIGINAL STONE MONUMENT; THENCE NORTH 00 °04'44" EAST 181.15 FEET ALONG THE WEST LINE OF SAID TRACT 69 TO THE SOUTHEAST CORNER OF THE TAYLOR SUBDIVISION, AS SAID SUBDIVISION IS PLATTED AND OF RECORD IN THE OFFICE OF THE LINCOLN COUNTY CLERK; THENCE NORTH 00 °05'21" EAST, 1105.45 FEET ALONG THE WEST LINE OF SAID TRACT 69 AND THE EAST LINE OF SAID SUBDIVISION TO CORNER NO. 6 OF SAID TRACT 69 AND THE DMWEST #9444941 v2 A -7 1 1 NORTHEAST CORNER OF SAID SUBDIVISION, A STEEL PIPE WITH A BRASS CAP INSCRIBED "PAUL N. SCHERBEL LS 164" AND APPROPRIATE DETAILS; THENCE NORTH 89 °52'10" WEST, 254.46 FEET ALONG THE NORTH LINE OF SAID SUBDIVISION TO THE CENTERLINE OF SAID COUNTY ROAD NO. 12 -207 AND THE SOUTHEAST CORNER OF THE LAVOY TAYLOR TRACT AS DESCRIBED IN BOOK 207PR ON PAGE 489 OF SAID RECORDS; THENCE NORTH 00 °55'54" EAST, 450.39 FEET ALONG SAID CENTERLINE AND THE EAST LINE OF SAID LAVOY TAYLOR TRACT TO THE NORTHEAST CORNER THEREOF: THENCE NORTH 89 °52'34" WEST, 100.01 FEET ALONG THE NORTH LINE OF SAID LAVOY TAYLOR TRACT TO THE SOUTHEAST CORNER OF THE JRT SUBDIVISION, AS SAID SUBDIVISION IS PLATTED AND OF RECORD IN THE OFFICE OF THE LINCOLN COUNTY CLERK, SAID CORNER BEING MARKED BY A STEEL BAR WITH A 2: ALUMINUM CAP INSCRIBED "SURVEYOR SCHERBEL BIG PINEY WY PLS 164 2002 THENCE NORTH 00 °55'54" EAST, 285.21 FEET ALONG THE EAST LINE OF SAID JRT SUBDIVISION TO THE NORTHEAST CORNER THEREOF, A STEEL BAR WITH A 2" ALUMINUM CAP INSCRIBED "SURVEYOR SCHERBEL BIG PINEY WY PLS 164 2002 THENCE NORTH 89 °52'30" WEST, 295.19 FEET ALONG THE NORTH LINE OF SAID JRT SUBDIVISION TO THE NORTHWEST CORNER THEREOF, A STEEL BAR WITH A 2" ALUMINUM CAP INSCRIBED "SURVEYOR SCHERBEL BIG PINEY WY PLS 164 2002 THENCE SOUTH 00 °53'58" WEST, 295.21 FEET ALONG THE WEST LINE OF SAID JRT SUBDIVISION TO THE SOUTHWEST CORNER THEREOF AND THE NORTH LINE OF SAID LAVOY TAYLOR TRACT, A STEEL BAR WITH A 2" ALUMINUM CAP INSCRIBED "SURVEYOR SCHERBEL BIG PINEY WY PLS 164 2002 THENCE NORTH 89 °52'35" WEST, 675.73 FEET ALONG THE NORTH LINE OF SAID LAVOY TAYLOR TRACT TO THE WEST LINE OF SAID TRACT 69; THENCE NORTH 00 °03'57" EAST, 1080.54 FEET ALONG THE WEST LINE OF SAID TRACT 69 TO THE POINT OF INTERSECTION WITH THE NORTH LINE OF SAID SECTION 18, SAID POINT BEING MARKED BY A STEEL PIPE WITH A BRASS CAP INSCRIBED "PAUL N. SCHERBEL LS 164" AND APPROPRIATE DETAILS; THENCE, CONTINUING ALONG THE WEST LINE OF SAID TRACT 69, NORTH 00 °03'29" EAST, 1042.93 FEET TO THE NORTHWEST CORNER THEREOF (CORNER NO. 8 TRACT 69 AND CORNER NO. 3 OF TRACT 70); THENCE NORTH 00 °44'01" WEST, 1397.94 FEET ALONG THE WEST LINE OF SAID TRACT 70 TO THE POINT OF BEGINNING. (SILVER PARCEL) THAT PART OF TRACTS 54,58, 59, AND 66, TOWNSHIP 24 NORTH, RANGE 119 WEST, 6TH P.M., LINCOLN COUNTY, WYOMING, LYING EAST OF THE EASTERLY RIGHT -OF -WAY LINE OF THE OREGON SHORT LINE RAILROAD. DMWEST #9444941 v2 A -8 (EAST PARCEL) 0 0 4 TRACT OF LAND LOCATED IN TRACTS 67, 68, 72, AND 73, TOWNSHIP 24 NORTH, RANGE 119 WEST, 6TH P.M., LINCOLN COUNTY, WYOMING, SAID TRACT BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT CORNER NO. 4 OF SAID TRACT 72, MONUMENTED BY A STEEL PIPE WITH A 3-1/4" ALUMINUM CAP INSCRIBED "LS 2500" AND APPROPRIATE DETAILS, AND RUNNING THENCE NORTH 89 °19'11" EAST, 1340.21 FEET ALONG THE NORTH LINE THEREOF TO CORNER NO. 1 OF SAID TRACT 72 (IDENTICAL WITH CORNER NO. 4 OF SAID TRACT 73), A STEEL PIPE WITH A 2 -1/2" BRASS CAP INSCRIBED "C.C. WALL LS 482 1977" AND APPROPRIATE DETAILS; THENCE SOUTH 89 °44'45" EAST, 1310.86 FEET ALONG THE NORTH LINE OF SAID TRACT 73 TO CORNER NO. 1 THEREOF, A STEEL BAR WITH A 1 /2" ALUMINUM CAP INSCRIBED "1/73 THENCE SOUTH 00 °26'23" EAST, 2700.98 FEET ALONG THE EAST LINE OF SAID TRACT 73 TO CORNER NO. 3 THEREOF; THENCE SOUTH 00 °28'03" WEST, 1335.86 FEET TO CORNER NO. 1 OF TRACT 66, A STEEL PIPE WITH A BRASS CAP INSCRIBED "PAUL N. SCHERBEL LS 164" AND APPROPRIATE DETAILS; THENCE SOUTH 88 °29'24" WEST, 1328.64 FEET ALONG THE NORTH LINE OF SAID TRACT 66 TO CORNER NO. 3 OF SAID TRACT 67; THENCE SOUTH 00 °05'16" WEST, 119.04 FEET ALONG THE EAST LINE OF SAID TRACT 67 TO THE EASTERLY RIGHT -OF -WAY LINE OF THE OREGON SHORT LINE RAILROAD AS EVIDENCED BY AN EXISTING FENCE LINE; THENCE NORTH 18 °44'31" WEST, 124.59 FEET ALONG SAID EXISTING FENCE AND RIGHT OF -WAY LINE; THENCE NORTH 18 °31'39" WEST, 1391.01 FEET, MORE OR LESS, ALONG SAID EXISTING FENCE AND RIGHT -OF -WAY LINE TO THE SOUTH LINE OF SAID TRACT 72; THENCE NORTH 88 °20'03" EAST, 39.61 FEET ALONG SAID SOUTH LINE OF SAID RIGHT -OF- WAY LINE TO A POINT ON SAID EASTERLY RAILROAD RIGHT -OF -WAY LINE AS ESTABLISHED FROM RAILROAD ALIGNMENT PLANS AT 100' EASTERLY OF THE CENTERLINE OF THE MAIN TRACK; THENCE NORTH 18 °36'49" WEST, 2893.57 FEET ALONG SAID RIGHT -OF -WAY LINE TO THE NORTH LINE OF SAID TRACT 68; THENCE NORTH 89 °19'10" EAST, 33.59 FEET ALONG SAID NORTH LINE TO THE POINT OF BEGINNING. DMWEST #9444941 v2 A -9 MAYFIELD TOWNSHIP 25 NORTH, RANGE 117 WEST, 6TH P.M., LINCOLN COUNTY, WYOMING: SECTION 8 S' /2SE' N' /2SE N' /2SW'/, SE %SW'/ SECTION 9 S' /2SW N %2SW' /a, SE' /a SECTION 17 OA, EY2W'/, SW' /SW% SECTION 20 NE'' /4, S' /2, NW'' /a SECTION 21 W%ANW' SW' W''SE SE %SE% SECTION 27 SW' /SW' W'ANW' NW %SW'/ SECTION 28 NW% SECTION 29 SE' N' /2 SECTION 32 NW SECTION 33 N' /2SE' N' /2NW'/ SE' /NW'/ SW' /NW'/ SECTION 34 S' /2, SW/NO/1 W'hNW SECTION 35 S'V2S%2, N' /2SW'/, SE' /NW%, SW' /NE' N''SE% DMWEST #9444941 v2 A -10 0®_4' STARVATION TOWNSHIP 24 NORTH, RANGE 119 WEST, 6TH P.M., LINCOLN COUNTY, WYOMING: SECTION 22 SECTION 23 SECTION 26 SECTION 27 DMWEST #9444941 v2 A -11 TRACT 50 (ORIGINALLY MANIA OF SECTION 27) Less and Except that part of GLO Tract 50, T24N, R119W, Lincoln County, Wyoming described as follows: Beginning at the Southwest Corner of said Tract No. 50 and running thence N 00° 05' 31" W, 1320.00 feet along the west line thereof to the Northwest corner of said tract; Thence N 89° 43' 17" E, 2705.17 feet along the North Line of said tract to an existing fence line; Thence S 07° 02' 19" W; 1335.14 feet; along said fence line to the south line of said tract; Thence S 89° 49' 05" W, 2539.43 feet along said south line to the point of beginning SE %NE N %2SE% LOTS 10, 22, 23, N' /2SWi /a EXCEPT N 75' OF E 220' NE %NE% LOTS 12, 15, N'Y2SW1/4 00 (Beneficial Irr: Stk; Dom I III III JJI� Irr: Stk: Dom I mo u }ITS I moQ m0(1 ('sag :xxl I •sa I :rzl ('sag mo U 3 i1S AIaanS •sag (Section Z 1 ti£ AZT 1 ■DN ITT 1 ITT 1 1 I17T79 III I ZI ?S I11 ■O I1 i V0 I Z aB I or IZ T N L aauugl M6I I M8 II M6TT� MST II M8I I M8I II M8 T 1I M6 T I M6I M6I I I M61 iI 1 M611 1 M6II I MBII M6I T I MBII M6I1 M811 I_ M6I I M6T1 MBII M811 ITownshi N�Z Ni7Z Nfr Ni7ZI NbZ NI I_ N17Z1 N?I N17Z Nt7Z NI N17Z N1'Z N5Z N1'ZII I Nt�Z, M1Z N11Z, NtZZ NI NVZ luatg .101:eM mina Mi ATTnd aloTauro3 Aiin3 paluotpntpy ATin.: Complete paluotpntpuufl !Unadiudicated AIlnd 1 alaTamoD Incomplete 3131=rooul Unadiudicated Complete Complete Complete Unadiudicated 1 mind 1 Mind Complete I aa 0.42 cfs go t71'6 go 5Z•£ s3o 6i'Z go 61 go Z•0 X81 of 0.1 cfs g o I I g ZZ' I go 95 go 9' I I go ZI'0 1 go Z£0'5 1.25 of I 1 go 179'0 Imaa 00011 1 1.3 cfs 1 sa I o 0£ 0179 9'LZZ 1Z'£5T ££i 817•jb8 6E b'Z I I 9 817'517 OiZ I£L'06 (Priority 1 11/26/1904 5061/0I/L 7/10/1905 10/23/2006 0161/9/17 5161/11/9 11/12/1915 £1761/8Z/5 0£61 /5 /ZI 0£6I /5 /ZI 5/28/1943 5/28/1943 171761/8/11 17t761/8/I I I176I/5/Z 10E6 /5/Z 0£61 /5 /ZT 17176I/8/1 5/28/1943 11961/51/5 11961/51/5 IST61 /II /9 u kenvon Ditch uolta 'H' IV.H. Ditch uoltu 'H'A o Momaaxulua 3 'H'A JO luaura a3lrng •IuuuD H A� Adams -Kehoe Enlargement of V.H. Ditch (colt( asnoH H H) uoi 1 asnoH •H•A (Larson Reservoir (Larson Spring No. 2 Ditch IGO Spring No. 2 Ditch hV.H. Canal, Larson Extension of (Larson Enlargement of V.H. Ditch [unction Enlargement of V.H. Ditch Junction Enlargement of V.H. Ditch Larson Spring No. 1_ Ditch IGO Enlargement of V.H. Ditch uo&I 'H'A30 luauraaxulua OJI .zton.rasag utlruyN IGO Supply Ditch No. 2., Larson] -17# uos tuoul i f7# uosauro Adams -Kehoe Enlargement of V.H. Ditch 1P6358D 1P6811D 1 1 GIT89dI a599Ld W Cl N I 1 a9ZZ£d U09L T d 2166175d) U95561d I UL556Td 1 1P19785D 1 I 1 aL1£5dJ a9L£Sd 1P5376E 1 1 U5556Idi WWP4W O MM V1 O V') 7r d' WI 0") WI V') I i'--( 1 M£i9d I I I P3227E 1 0'_51 This permit is hereby assigned to Dayton Sublette, LLC, on the basis of the Quitclaim Deed received June 18, 2008. DESCRIPTION OF WATER RIGHTS DMWEST #9444941 v2 EXHIBIT "B" U a) a) O Y U N CIO N Y aS a czt U 0 U O Y N a E O -V Y i 0 .-r z N 0 M O N N 00 U O z a E O Y VD N N w cn U N O1 N 00 H/ N N C1 -4 U 01 Q1 N N N O1 W H N N U N O N 00 00 U Y 01 00 00.51 N a) p f5( X ;S S :u1 XIS 11 I S PPS 1 TI WO moa :311S moa moj uoi4ogS 0Z 0000 8 8 2 g L LT?S OZ 81 181 81 181 B u� M611 M611 M611 M611 M611 M611 M6I I M611 M611 M61T, M6 T 11 tgsuA o Jj Nt7Z NIZ MI7Z ■i7Z NI7Z Nt7Z MT7Z NtiZ NIZ N I Ni7Z, tuoi zaw* Aitnd Adiudicated Adjudicated pa Adiudicated Adjudicated ATTnd Complete opiamoo Complete Complete sJo sJo sJo Sy: sJo sJo cfs E uza 1 m 0 N so1o� 9Z9 00Z S9 50I 15I T S9 Z'90Z Atuoud 1Z88I/9/Z 1S88I/T/9 5881/1/9 12/31/1877 1L881/1/9 068 T /01/S 0£61/61/17 18L6 T /LZ /9 1L00Z/9 T/£ 2/22/20001 11861/S1/17 i 1 I u [Abraham Stoner Di kForaeon Irrmatixm oraeonIrrinatin 1 gotta aumog !Martin Ditch Mau Canal Pixley Irrigation_ Henderson_ #1 Well GGM #1 Well iJRT 1 Well T 1e1SON tzuua IT8917 80881 1T8809 90881 T881.5 IL161 rt8ILSd 1P43983W __I 1 MZ£S08Id1 IP123433W M08179Sd 0..L DMWEST #9444941 v2 vial Use 1 I I s. Supply] s. Supply Dom 4 it Section 8Z LZ LZ rn 6 auux1 N2IT A 8TT MST A 8II /811 181 1 1811 Ad8I Ti 1811 [Township N1Zl N17Z NEZ NiiZ N17 NAZI N£Z' NZ 1 NEZ sums uJ J .zaium Fully Adjudicated Fully Adjudicated 1 Unadjudicated J Unadjudicated Dully Adjudicated Full Adjudicated 1 Fully Adjudicated 1 Fully Adjudicated 1 Unadjudicated ma/se/go 3a £61 T 3a I 3� ZI'9£ 3v 91 E sJo 0.71 cfs 0.63 cfs sa.zo' 1717 Priority Date 1T£6T /LI /Z 1 T£6T /LI /Z 11/12/191 S TET /ZT /II [166I/9/1 I T661 /9 /II FLZ61 /LZ /6 1LZ6I /LZ /6 IST6I /ZT /TT u Bartek "A" Reservoir BBartek "B" Reservoir Bartek Reservoir Bartek Reservoir Bailey Stock Reservoir 'Bailey Spring Pipeline Frame Ditch No. 5 Frame Ditch No. 6 1 'oN goal )JOIag Permit Number 1P443 8R 1P4439R 1P3221R P3221R S9017ITd1 1 MO£L98dI 1P17304D 1 QS0£LTdI ULT8£Idl 001 9 DMWEST #9444941 v2 Tom Goure 0 U N 0 as 1 3 0 H ai 41 0 tri O '-r .-1 z N cn U N 00 h N 00 M en M N z -0 0 W rn U r1 11 00 0\ A 00 N .-1 z N U N o 01'5 asn IETOTJauagl )12S1 X15 11x0(1 :31).5 :j mo(1 :JJI moa :11.5 :11I moQ :}ItS JI F 3 15 (Section £I ?BZII ZI ZI ZI ZI £I I8I 1£1 181 29 &30 I I £Z 2 8 Z l� aWuaa M8 I M8 IT M8 I I M811 M8 I T M8 1I M8IT ML11 M8I I I ML I I 1 ML I I I ML I I MLII ('Township N£ZI N£Z N£Z N£Z N£Z N£Z N£Z I N£Z N£Z £Z N£Z N£Z NEZ snmS 21.?)I 'aTeM Fully Adjudicated (Fully Adjudicated Fully Adjudicated Fully Adjudicated 'Fully Adjudicated Fully Adjudicated Expired 1 (Expired Expired Expired Unadjudicated 1 Fully Adjudicated I Fully Adjudicated uI s3o( s30 £8'01 0.31 cfs 0.14 cfs s3o 8Z'0 s3o 8Z'0 Supplemental s3o S•0 s3o I£'0 s3oL8 0.81 cfs s3o 90'0 saiovJ 85 0 1 OZ 0Z 00 s£ IZZ Its !Ls �2TIO 10/13/1914 17I6I /£i /0I 616I/Z1/9 1 6t611 /ZI /9 6161/ZT/9 6161/ZI/9 15161/8/9 516I/8/9 I61/8/9 IS 161/8/9 15161/8/9 (916 1/tZ/9 11/10/19711 11o2 ?uj 'Bartels Ditch No. 1 Z 'oM 1102K1 stgliuol IBartek Ditch No. 1 IBartek Ditch No. 2 IBartek Ditch No. 3 IBartek Ditch No. 3 Z 'oN 1102 1Q TRIPHI Edith Ditch No. 2 Edith Ditch No. 1 I 'oN TIo2 ?Q 112 ?Pa Robinson Ditch 1 TIO2 ?Q 11cr?m Thompson Spring Pipeline I Permit Number (P12768D Q69LZidI Q5895Id1 (P15686D QL89SIdI (P15688D I P13142D (P13142D IP13141D (P13141D 1P13146D 1 DOOZIId' 1P23842D cu 0 0 1 DMWEST #9444941 v2