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receiver appointed. Any money advanced by Mortgagee in connection with any
<br /> such receivership shall be a demand obligation owing by Mortgagor to Mortgagee
<br /> and shall bear interest, from the date of making such advancement until paid, at
<br /> the Default Rate until paid, and shall constitute a part of the Secured Obligations
<br /> and be indebted as evidenced and secured by this Instrument. Any such receiver
<br /> shall have all powers conferred by the court appointing such receiver,which
<br /> powers shall,to the extent not prohibited by applicable law include,without
<br /> limitation,the right to enter upon and take immediate possession of the Collateral
<br /> or any part thereof,to exclude Mortgagor therefrom,to hold,use, operate, sell,
<br /> manage and control such Collateral,to make all such repairs,replacements,
<br /> alterations, additions and improvements to the same as such receiver or
<br /> Mortgagee may deem proper or expedient,to sell all of the severed and extracted
<br /> Minerals included in the same subject to the provisions of Article III hereof,to
<br /> demand and collect all of the other earnings,rents, issues,profits,proceeds and
<br /> other sums due or to become due with respect to such Collateral, accounting for
<br /> only the net earnings arising therefrom after charging against the receipts
<br /> therefrom all fees, costs, expenses, charges, damages and losses incurred by
<br /> reason thereof plus interest thereon at the Default Rate without any liability to
<br /> Mortgagor in connection therewith which net earnings shall be turned over by
<br /> such receiver to Mortgagee to be applied by Mortgagee to the payment of the
<br /> Obligations in the order set forth in Section 5.11.
<br /> See Mortgage,pp. 27-28.
<br /> 21. As set forth above, Events of Default have occurred under the Mortgage and
<br /> related OSM Credit Documents. Because the mine requires ongoing care and maintenance in
<br /> order to prevent it experiencing a degradation, immediate funding is required. Due to the lack of
<br /> funding absent the appointment of the Receiver,the OSM Collateral is in immediate danger of
<br /> being materially injured or reduced in value. Accordingly,the Lender Parties are entitled to the
<br /> immediate appointment,without notice, of a receiver for the OSM Collateral,pursuant to the
<br /> terms of the OSM Credit Documents and C.R.S. §38-38-602, et. seq.
<br /> 22. Alex Smith of Alliance Management, LLC is experienced in dealing with issues
<br /> involved in managing and operating mining properties and is qualified to act as receiver in this
<br /> case.
<br /> IT IS THEREFORE ALSO ORDERED,ADJUDGED,AND DECREED:
<br /> (a) Alliance Management, LLC is appointed as the receiver for the OSM Collateral.
<br /> (b) that the Receiver be appointed to act and serve as receiver with respect to the OSM
<br /> Collateral and with respect to any income therefrom,whether now existing or hereafter collected,
<br /> including the OSM Intangibles, and any income from either the OSM Collateral or Intangibles,
<br /> complete with all the powers and duties generally held by receivers appointed in equity;
<br /> (c) that the Receiver shall take and have complete and exclusive control,possession
<br /> and custody of the OSM Collateral,together with any and all bank accounts,receipts, demand
<br /> 5
<br /> USA.605462236.2/ZP9
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