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DEED OF TRUST
<br /> THIS DEED OF TRUST is made this day of , 2017,between Caldera Mineral Resources, LLC, a Delaware
<br /> limited liability company(Caldera),whose address is 8439 West Sunset Boulevard, Suite 101,West Hollywood,California,
<br /> 90069,Attention: Sturges Karban;and the Public Trustee of the County in which the Property(see§ 1)is situated(Trustee);
<br /> for the benefit of the U.S.Environmental Protection Agency(Beneficiary),whose address is,U.S.Environmental Protection
<br /> Agency, 1595 Wynkoop Street,Denver,Colorado 80202,Attention:Kayleen Castelli(Mail Code: 8ENF-L).
<br /> Caldera and Beneficiary covenant and agree as follows:
<br /> 1. Property in Trust. Caldera, in consideration of the financial accommodations provided under the Settlement
<br /> (defined below) and the trust herein created, hereby grants and conveys to Trustee in trust,with power of sale,the property
<br /> located in the County of Ouray,State of Colorado,more particularly described on Exhibit A attached hereto.
<br /> 2. Obligations Secured. This Deed of Trust is given to secure to Beneficiary,in and subject to,all of the terms and
<br /> conditions of that certain Administrative Settlement Agreement and Order on Consent for Removal Action dated
<br /> ,2017(Settlement):
<br /> 2.1. performance by Caldera of certain obligations specifically set forth in Settlement,subject to the limitations
<br /> of§ 15.2;and
<br /> 2.2. the performance of the covenants and agreements of Caldera herein contained.
<br /> 3. Covenants and Agreements. Caldera shall keep the Property in good repair and shall not commit waste or permit
<br /> impairment or deterioration of the Property and shall comply with the provisions of any lease if this Deed of Trust is on a
<br /> leasehold. Caldera shall perform all of Caldera's obligations under the Settlement or any declarations, covenants,by-laws,
<br /> rules,or other documents governing the use,ownership or occupancy of the Property.
<br /> 4. Protection of Beneficiary's Security. If Caldera fails to perform the covenants and agreements contained in this
<br /> Deed of Trust, or if a default occurs in a prior lien, or if any action or proceeding is commenced which materially affects
<br /> Beneficiary's interest in the Property, then Beneficiary, at Beneficiary's option, with notice to Caldera, may make such
<br /> appearances, disburse such sums and take such action as is necessary to protect Beneficiary's interest, including, but not
<br /> limited to:
<br /> 4.1. any general or special taxes or ditch or water assessments levied or accruing against the Property;
<br /> 4.2. sums due on any prior lien or encumbrance on the Property;
<br /> 4.3. the reasonable costs and expenses of defending,protecting,and maintaining the Property and Beneficiary's
<br /> interest in the Property,including repair and maintenance costs and expenses,costs and expenses of protecting and securing
<br /> the Property,receiver's fees and expenses,inspection fees, appraisal fees, court costs,attorney fees and costs,and fees and
<br /> costs of an attorney in the employment of Beneficiary;
<br /> 4.4. all other costs and expenses allowable by the Settlement or this Deed of Trust;and
<br /> 4.5. such other costs and expenses which may be authorized by a court of competent jurisdiction.
<br /> Any amounts disbursed by Beneficiary pursuant to this §4, with interest thereon, shall become indebtedness of Caldera
<br /> secured by this Deed of Trust. Such amounts shall be payable upon notice from Beneficiary to Caldera requesting payment
<br /> thereof, and Beneficiary may bring suit to collect any amounts so disbursed. Nothing contained in this §4 shall require
<br /> Beneficiary to incur any expense or take any action hereunder.
<br /> 5. Condemnation. The proceeds of any award or claim for damages,direct or consequential,in connection with any
<br /> condemnation or other taking of the Property,or part thereof,or for conveyance in lieu of condemnation,are hereby assigned
<br /> and shall be paid to Beneficiary as herein provided.
<br /> In the event of a total taking of the Property, the proceeds shall be applied to the sums secured by this Deed of Trust,
<br /> with the excess,if any,paid to Caldera. In the event of a partial taking of the Property,the proceeds remaining after taking
<br /> out any part of the award due any prior lien holder(net award)shall be divided between Beneficiary and Caldera,in the same
<br /> ratio as the amount of the sums secured by this Deed of Trust immediately prior to the date of taking bears to Caldera's equity
<br /> in the Property immediately prior to the date of taking. Caldera's equity in the Property means the fair market value of the
<br /> Property less the amount of sums secured by both this Deed of Trust and all prior liens(except taxes)that are to receive any
<br /> of the award,all at the value immediately prior to the date of taking.
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<br /> 1400749.4
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