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Home My WebLink About913729 f~ :'"'\ (~ (") (-, r) ,. '...!~}()/;J ....c¡ I i RECORDATION REQUESTED BY: flHST NATIONAL BANK - WEST Alpine 100 Greys River Rd. P.O. Box 3110 Alpine, WY 133128 WHEN RECORDED MAIL TO: FIHST NATIONAL BANK - WEST Alpine 100 Greys River Rd. P.O. Box 3110 Alpine, WY 83128 SEND TAX NOTICES TO: FIHST NATIONAL BANI< - WEST Alpine 100 Greys River Rd. P.O. Box 3110 Alpine, WY 83128 RECEIVED 11/15/2005 at 4:36 PM RECEIVING # 913729 BOOK: 604 PAGE 823 JEANNE WAGNER LINCOLN COUNTY CLERK, I<EMMEFŒR, WY ,?( SPACE ABOVE THIS LINE IS FOR RECOFlOEfr.~USE ON11. / - ' I (f) l';j~' 11/(.; I , THIS MORTGAGE dated November 7, 2005, is made and executed between I(LN PAINTING II\JC., A UTAH CORPORATION; and I<LN INVESTIVIENT PROPERTIES LLC, A WYOIVIING LIMITED LIABILITY COIVIPANY, whose address is 421 EAST 700 NORTH, TRENIONTON, UT 84337 (referred to below as "Grantor") and FIHST NATIONAL BANK - WEST, whose address is 100 Greys liiver lid., P.O. Box 3110, Alpine, WY 83128 (referred to below as "Lender"). NlORTGAGE Y4 GRANT OF MORTGAGE. For valuable consideration, Grantor mortgaoes and conveys to Lender all of Grantor's right, tille, ami interest in and to the following described real property. tooether with all existing or subsequenlly erected or affixed buildifl(Js. irnpro'!élllL"IIS änd fixtures; all easements. ri[hts of way, and appurtenances; all water, V'iater ri\jhts, watercourS8S and ditch ri(Jhts lincludirl(J stock in 1Ililities with ditch Dr irrigiJtion riahts); and all olher ri(jhts, royalties, and profits relatin(j to tll" real propert\'. includlfl(J \'-,it/lout lilnitiition all nlinl:li¡Js, oil. (jas, geothermal and similar matters. ¡the" Real Property") loca ted in LIN COLN County, Sta te 0 f Wyolìlin~: See ATTACHED EXHIBIT "A", which is attached to this lVIort\.jil!]e anti made <I part of this IVlorl[<lg8 as if fully set forth herein. The Real Property or its address is commonly known as 189 PliA TER CANYON DRIVE, THAYNE, WY. 83127 120 SOUTH MAIN STREET, THAYNE, WY 83127. qo\ CROSS-COLLATERALlZATION. In addition to the Credit A(]reemenl, this Mort(jage secilfes all obligations. debts ,fid liijbilities. plus interest thereon, of Borrower to Lender, or anyone or more of th"m. as well as illl clainls by Lender a(Jdinsl 13,,¡¡ower or any une Dr rnure of th8m, whether now existina or ¡¡¡"realter arisin(]. whether related 01 LHHelated to the Jurposu uf the Credit !\Ui(,erm;nt, whetller volulìtäry or ol¡¡¡::rwlse, whether due or not due, direct or indirect, determined Dr undetermined, absolute or contin\jent, liquidated I,r unliquidatc:d whethel 80rlow8r or Gr¡intor may be liable individually or jointly with others, whether olJli(Jdted as ÙLliHi¡ntor, surety, accomrrH1dation pilrty or otlwlv'.'i"e, iilld whether recovery lIpon such anll>LJilts Inay be or hereafter may bucome barred by "ny statute of lirliitdtions, ilfld whether the oLdi(jation to repay sllch amounts may be or heil;after may become otherwise unenforceable. REVOL VING LINE OF CF!EDIT. This Mortgage secures the Indebtedness including, without limitation. a revolvino line of CI edit, which obliùates Lender to make advances to Borrower so lono as Borrowel complies wilh all the tern IS of the Credit A(Jreement. Grantor presently assigns to Lender all of Grantor's ri[ht, title. and interest in and to all present änd future leases of the Property and all Rents frum the Property. In addition. Grantor [rants to Lender a Uniform Commercial Code security interest in the Personal Property ilnd Rf~nts. THIS MORTGAGE, INCLUDING THE ASSIGNMENT OF RENTS AND TIlE SECUF!ITY INTEREST IN THE RENTS AND PERSONAL PF!OPERTY. IS GIVEN TO SECURE (A) PAYMENT OF HIE INDEBTEDNESS AND (B) PERFORMANCE OF EACH OF GHANTOH'S AGfiEENlENTS AND OBLIGATIONS UNDER THE CF!EDIT AGREEIVIENT, THE RELATED DOCtJIVlENTS. AND TillS MORTG!,GE. THIS IVIOBTGAGE IS GIVEN AND ACCEPTED ON THE FOLLOWING TERIVIS: GRANTOR'S WAIVERS. Grantor waives all ri[hts or defenses arising by reason of any "one action" or "anti-d8ficiency" law, or any other law which may prevent Lender from brin[ing any action against Grantor, including a clilim for deficiency to the extent Lender is otherwise entitled to a claim for deficiency, before or after Lender's cornnlenc¡;ment or cornp/etion of any IOr8closure ¡¡ction, 8ithe! judicially ur hy exercise of a power of sale, GRANTOR'S REPRESENTATIONS AND WARRANTIES. Grantor Itlarrants that: (a) this Mort[ilge is executed at Borrower's request and not at the request of Lender; (b) Grantor has the lull power. ri[ht. and "ull,UI il\, to clrtur inlL> this Mort!)ilGe and to hypoll¡¡èujte the Property; (c) the provisions of this Mortga[e do not conflict with. or result in a d8fault uf,¡Jer any aGre811lent or other instrument bindinG upon Grantur ami do not result in a violation of any law, regulation, court decree 01 l1rder applicaiJl¡, to Grantor; Id) Grantor has established ar/eqllate meilns of olHdining from Borrower on a continuing basis information alJCIut Borrower's finiìncii¡ condition; and (e) Lender has made no representation to Grantor al)Oul Borrower (including without limitation the creditworthiness of Borrower). PA YMENT AND PERFORMANCE. Except as otherwise provided in this Mortgage, Borrowr,r shall pay to Lender all IncJehtedness secured by this Mortga[d as it becomes clue, anel Borrower and Grantor shallslriclly pe·rform all Borrower's and Grantor's oiJliOiltions under this Mort[Ja[e. POSSESSION AND MAINTENANCE OF TI'IE PROPERTY. Borrower and Grantor agree that Borrower's and Grantor's possession and use of the Property shäll be governed by the lollowing provisions: Possession and Use. Until the occurrence 01 an Evunt of Default. Grantor may (1) remain in possession and control of the Properly; (2) lise, operate or manage the Property; and (3) collect the Rents frOiTI the Property. Duty to Maintain. Grantor shall maintain the Propurty in tenaotable condition and f1romptly perform all repäirs. replacements, and maintenance necessary to preserve its value. Compliance With Environmental Laws, Grantor represellts and wmrants' to L e¡¡der [11'iiI: (1) During the period of Grantor's ovvnership of the ProperlY, there has been no use, generation, nHiflufacture, stora08. tft~atrn¿nl. cJjsJosê1l, release or tl¡reaterH~d relUí:1Se uf Hny Ha?éHdous Suhslänce by any person on. under. about or frorn the Property; (2) Gräntor has no knowledGe of. or re"son to believe tlHlt there hils been. except iJS pleviously disclosed to and acknowledged by Lender in writing. (al any b! each or lJiolitlion of ,III\, [rwiro¡¡rnental Laws. (b) any use. ueneration, rnanufilcture. stora[e. treatment, disposäl. release or threatelled release of åny Hazarduus Suhstanc8 on, UI\del, about or from the Property by any prior owners or occupants of the Prop8fty, or (e) any actual or threatened lit¡oation or claillls of any kind by any pei:;Gn [élfiting to such matters; and (3) Exc:e¡Jt as previously disclosed to and acknowledged by Lencler in writing. (a) iÌl,ill,er Grantol nor any tenant, contractor, il[Jent or other autl,oiiled user of the Propeny shall use, [J8nerate, manufauure. store, treilt, dispose of or release any Hazardous Substance on. under. about or 1"",\ lh" Property; and (1)1 any such äcti'Jily sholl 1)(; cOllducl8d in compliance with all applicable federal, state, and locallävvs, regulations and urcJinances, including without limitation all Environmental Laws. Grantor authorizes Lender and its agents to enter upon tha Property tCI mäku such inspections ilnd tests. at Grantor's expense, as L8nder ma\, deem appropriate to determine compliance of the Property with this section of the Mort[a[Je. Any insjwctions or tests Inade by Lender shidl be for Lender's purposes only and shall not be construed to cmate any responsibility or liability on tho part of Lendur to Grilntor or to an,' othiH person. The representations "nd warranties contained herein ilre basdJ on Grantor's clue dili[Jence in investiUäting the Property for HéJzardous Substances. Grantur he..eby (1) releases and v'JéJives any futur8 cJ("irns auaillst Lender for inclernnit'l (¡/ l.;ontribution in the event Grantor becomes liable for cleanup or other costs under any such laws; ilnd (2) agre,-,s to indemnify ¡md Iluld !ì¡lrmloss lender ¡¡goinst auI' and all claims, losses. liabilities, damaGes, penilltic:s, dml o)xpenses ·",hiell Lend"r rn",! directl'/ or ii flirc!ctly sustain or sullLH rdslIllinu ((On1 ét bn~i1ch of this section of the fJ1ortQE\lJe 01 as (I consequence of any use, U8n(~rcjlÌ(¡I, ¡n(-¡!1u(actufiJ. stor¿IDú, dispUSdl, ruleiise or lhreiîlolH.:d elease occlIrrinu prior {O Grantor's ownership or inluresl in tlH:: Property, v,/hl..:tI~L:f or n(jl the Sí'jlìíC VNIS or should 11(IV8 IH::ün L ,.~ "-,, oC,~, . ;¡:I ß(¡¡.J Loan No: 761001039 MORTGAGE (Continued) ('. 1""1- r' () ." ~ ;!,"! '.- <~,} t..' (J {.~ '"1 Page 2 known to Grantor. The provisions of this section of the Mortgage, including the obligation to indemnify, shall survive the payment of the Indebtedness and the satisfaction and reconveyance of the lien of this Mortgage and shall not be affected by Lender's acquisition of any interest in the Property, whether by foreclosure or oth~rwise. Nuisance, Waste. Grantor shall not cause, conduct or permit any nuisance nor commit, permit, or suffer any stripping of or waste on or to the Property or any portion of the Property. Without limiting the generality of the foregoing, Grantor will not remove, or grant to any other party the right to remove, any timber, minerals (including oil and gas), coal, clay, scoria, soil, gravel or rock products without Lender's prior written consent. Removal of Improvements. Grantor shall not demolish or remove any Improvements from the Real Property without Lender's prior written consent. As a condition to the removal of any Improvements, Lender may require Grantor to make arrangements satisfactory to Lender to replace such Improvements with Improvements of at least equal value. Lender's Right to Enter. Lender and Lender's agents and representatives may enter upon the Real Property at all reasonable times to attend to Lender's interests and to inspect the Real Property for purposes of Grantor's compliance with the terms and conditions of this Mnrtgage. Compliance witll Governmental Requirements. Grantor shall promptly comply with all laws, ordinances, and regulations, now or hereafter in effect, of all governmental authorities applicable to the use or occupancy of the Property, including without limitation, the Americans With Disabilities Act. Grantor may contest in good faith any such law, ordinance, or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Grantor has notilied Lender in writing prior to doing so and so long as, in I "nder's solt) opinion, Lender's interests in the Property are not jeopardized, Lender may require Grantor to post adequ¡1te security or a surety bond, reasonably satisfactory to Lender, to protect Lender's interest. Duty to Protect, Grantor agrees neither to abandon or leave unattended the Property. Grantor shall do all other acts, in addition to those acts set forth above in this section, which from the character and use of the Property are reasonably necessary to protect and preserve the Property. TAXES AND LIENS. The following provisions relating to the taxes and liens on the Property are part of this Mortgage: Payment. Grantor shall pay when due (and in all events prior to delinquencyl all taxes, payroll taxes, special taxes, assessments, water charges and sewer service charges levied against or on account of the Property, and shall pay when due all claims for work done on or for services rendered or material furnished to the Property. Grantor shall maintain the Property free of any liens having priurity over or equal to the interest of Lender under this Mortgage, excert for the Existing Indebtedness referred to in this Mortgage or those liens specifically agreed to in writing by Lender, and except for the lien of taxes and assessments not due as further specified in the Right to Contost paragrarh. Right to Contest. Grantor may withhold payment of any tax, assessment, or claim in connection with a good faith dispute over lhe obligation to pay, so long as Lender's interest in the Property is not jeopardized. If a lien arises or is filed as a result ot nonpayment, Grantor shall within fifteen (15) days after the lien arises or, if a lien is filed, within fifteen (15) days after Grantor has notice of the filing, secure the discharge of the lien, or if requested by Lender; deposit with Lender cash or a sufticient corporate surety bond or other security satisfactory to Lender in an amount sufficient to discharge the lien plus any costs and reasonable attorneys' fees, or other charges that could accrue as a result of a foreclosure or sale under the lien, In any contest, Grantor shall defend itself and Lender and shall satisfy any adverse judgment before enforcement against the Property. Grantor shall name Lender as an additional obligee under any surety bond furnished in the contest proceedings. Evidence of Payment. Grantor shalluron demand furnish to Lender satisfactory evidence of payment of the taxes or assessments and shall authorize the appfOpriate governmental official to deliver to ,Lender at any tirne a written statement of the taxes ¿md assessments against the Property. Notice of Construction. Grantor shall notify Lender at least fifteen (15) days before any work is commenced, any services are furnished, or any materials are supplied to the Property, if any mechanic's lien, materialmen's lien, (H other lien could be assE,rted on account of the work, services, or materials. Grantor will upon request of Lender furnish to Lender advance assurances satisfactory to Lender that Gri"llOr can and will pay the cost of such improvements. PROPERTY DAMAGE INSURANCE. The following provisions relating to insuring the Property are a part of this Mortgage: Maintenance of Insurance. Grantor shall procure and maintain policies of fire insurance with standard extended coverage endorsements on a replacement basis for the full insurable value covering all Improvements on the Real Property in an amount sufficient to avoid application of any coinsurance clause, and with a standard mortgagee clause in favor of Lender. Grantor shall also procure and maintain comprehensive general liability insurance in such coverage amounts as Lender may request with Lender being named as additional insureds in such liability insurance policies. Additionally, Grantor shall maintain such other insurance, including but not lirniled to hazard, business interruption and boiler insurance as Lender may require. Policies shall be written by such insurance companies and in such form as may be reasonably acceptable to Lender. Grantor shall deliver to Lender certificates of coveraoe from each insurer containing a stipulation that coverage will not be cancelled or diminished without a minimum of thirty (30) days' prior written notice to Lender and not containing any disclaimer of the insurer's liability for failure to give such notice. Each insurance policy also shall include an endorsement providillg that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Grantor or any other person, Should the ¡'{eal Property be located in an area designated by the Director of the Federal Emergency Management Agency as a speci¿d flood hazard area, Grantor agrees to obtain and maintain Federal Flood Insurance, if available, tor the maximum amount of your credit line and the full unpaid principal balance of any prior liens on the property securing the loan, up to the maximum policy limits set under the National Flood Insurance Program, or as otherwise required by Lender, and to maintain such insurance for the term of the loan. Application of Proceeds. Grantor shall promptly notify Lender of any loss or damage to the Property if the estimated cost of repair or replacement exceeds $1,000.00. Lender may make proof of loss if Grantor fails to do so within fifteen (15) days of the casualty. Whether or not Lender's security is impaired, Lender may, at Lender's election, receive and retain the proceeds 01 any insurance and apply the proceeds to the reduction of the Indebtedness, payment of any lien affecting the Property, or the restoration and repair of the Property. If Lender elects to apply the proceeds to restoration and repair, Grantor shall repair or replace the damaged or destroyed Improvements in a manner satisfactory to Lender. Lender shall, upon satisfactory proof of such expenditure, payor reimburse Grantor from the proceerls tor the reasonable cost of repair or restoration if Grantor is not in default under this Mortgage. Any proceeds which have not been disbursed within 180 days after their receipt and which Lender has not committed to the repair or restoration of the Property shall be used first to pay any amount owing to Lender under this Mortgaoe, then to pay accrued interest, and the remainder, if any, shall be applied to the principal balance of the Indebtedness. If Lender holds any proceeds after payment in full of the Indebtedness, such proceeds shall be paid to Grantor as Grantor's interests may appear. Compliance with Existing Indebtedness. DurinO the period in which any Existing Indebtedness described below is in effect, compliance with the insurance provisions contained in the instrument evidencing such Existing Indebtedness shall constitute compliance with the insurance provisions under this Mortgage, to the extent compliance with the terms of this Mortgage would constitute a duplication of insurance requirement. If any proceeds from the insurance become payable on loss, the provisions in this Mortgage for division of proceeds shall apply only to that portion at the proceeds not payable to the holder of the Existing Indebtedness. Grantor's Report on Insurance. Upon request of Lender, however not more than once a year, Grantor shall furnish to Lender a report on each existing policy of insurance showing: (1) the name of the insurer; (2) the risks insured; (31 the amouilt of the policy; (4) the property insured, the then current replacement value of such property, and the manner of determinino that value; and (5) the expiration date of the policy. Grantor shall, upon request of Lender, have an independent appraiser satisfactory to Lender determine the cash value replacement cost of the Property. LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's interest in the Property or if Grantor fails to comply with any provision of this Mortgage or any Related Documents, including but not limited to Grantor's failure to comply with any obligation to maintain Existing Indebtedness in good standing as required below, or to discharge or pay when due any amounts Grantor is required to discharge or pay under this Mortgage or any Related Documents, Lender on Grantor's behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on the Property and paying all costs for insuring, maintaining and preserving the Property. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Credit Agreement [((,HI I the date incurred or paid by Lender to the date of repayment by Grantor. All such expenses will become a part of the Indebtedness and, at Lender's option, will (A) be payable on demand; (B) be added tn the balance of the Credit Agreement and be apportioned among and be payable with any installment payments to become due during either 111 the krrn of any applicable insurance policy; or (2) the remt.ining term of the Credit Agreement; or as a balloon payment which will be d'!~)m(~ I,Jayable at the Credit Agreement's Illilturity. also will ¡: : ': ¡-: i;;[~~¡ ~ ;¡¡ jj;~:;' \:: "'.'; <:;~~::~:'" . . .'~' . ' . -. <,:<.,.,:'. . ,....., " " " or [: ~> [) Loan No:761 001039" -', l. : r: "I.J " ~. ... IVlOnTGAGE (CÖÙtinued) Page 3 -.-- ---_..~-~---- ~ ------~---_. ~------~--_..- --~--- --------------'------~ secure f:iåyn~ent of tlwseiHllöurî($, Such riohtsl1i;IIIJ8 in addition W ij'¡V¡)tlléf riohts ami rr'lll,ediFJs to which Lend,,, m"y be entitled upon Default; ,,'. . ..' I WARRANTY; DEFENSE OF TITLE. The lollowiri\lþrovisions f(:liltin\J tu)jwnership ulthe Propertì'''r~ å pilei of tilis MurtOåoe: Titte:.:Grantor warrànts rhat: ., (a) Grilntorholds oood and millk~I~,bt" title of I,"cord tt, tI"8Prop¡,rtyin teesimplG, free ¡111" cleill of allliufÎS an"¡;i1curnblan'ces oth"r tflf;n thosê set forth in th" Heal Plr,pe+ty(e~,cripLiun or 01 th.", bislino IIIdclHedness s81:riun bçlrJw ur ill i1l11' title ins\na'n¿8 policy, titl,eH,ÓOrl, or tillal titleopiniuII iSSU8d in favoi,>of, ,"nd "c""pLtHl by,. LelHI':r ¡,lcllnnecLion with this 1\10rto"oe, i,nd (b) Grantor, has the full ri[jIH,povver, and authority to execute and'(7,l~~r tlHo M<Jrloao<: tQLt;ncJer. De(~nse of Title. Subj"ct to the !Jxception ili the paragraph ab~v~;:)3.rantür wan ants and will rórever defencltllu title 1'0 the P;oprnty i1[jainst thel¡¡wfu clòillls of all pE:r~cins.ln the event al1'/ dction or proqt!:~~!,¡ng is commenced that Cju"stiups Grantor's title .or tll" interest of Lender unde'llhis Mongage, Grailwr shall defend .the aClion at Gra)(Q:r~:s' expense, GriHltor ma'y IJ;' the nomirlal parly in such proceeding, but Lend'Ú shall be entill"cJ to participate in the proceedino "nel t,<W,repr(jsented in the Jroceedingby counsel uf l"rlrJl+r's 'Hvn dlOicf:,iIIH! Grahtor will deliver, 'or cause to be rJ8livered, to Lellcler sljo~~Jnstrurnents as LendGr may request from time 10 tit'ne to peJlnit SIJch participation. ' ',',. COI]1lHance With Laws. Grantor warrants that the Properly a~(Ì)~)r'antor's use of the Properly cornpliE:s with ,ill ex.iStino applicilble raws, orrJí¡'lances, and reoulations oi oovernmental iluthnrities. ,'':'';:::¡':, '.' ' ,',. .' , , SÜr~1val, of RepreserÌlations and Warranties. All representatiÓ:~~:::"iarranties, anrt a[jre'c:ments made by Grantor in ,this Mortua(Je 51-\all sur'viiïe the execution and; delivery of this Mortgage, shall be cci¡:\(I{~lJinU in nalul8, anclshall remain ill tull force and uffect until such time ,as Bor~ower's Indebtudnr.:ss shall b8 pe,id in fuJi, .: -:-:,.:' EXISTlN~;.INDEBTEDNESS. The lollowing provisions concernino EXiHWi1nd"btE,cJnessLlre á part of this Mortoaoe: Existin'gLien. The lien of this Mortoaoe secl,Jrin(J the 111I1",bteHI\~~rrnay be secondary illldinf"rjor to fill existinu lien. Grantor expressly cO.v,ó';1i1nts amI aorees (0 pay, or see to the paymei\l 01, the E1.i:$.J'.IiO ,Indebt",dness and, to prel,/ent (lny default on sLH,h inde¡kcJnd~S, ally eJef!iult uncle! tlw instruments evidencing such indebt(:rJrwss, ol::~m~:Y~fault under any securilydocurnents lor such il}(k,l¡tudness.. '. " NÒ·ÍÍiÚ~(jfication. Grantor shall not enter into any a[jreernentviW;::1.Iw holder 01 any (J)ortoa[Je, ,deed of trl/st, or oth;;, s~curilY a[jfP.ern~·nt wl,ìiÇ:iJhas priority over this Mortoaoe by V'/hich that aoreelll,pÔ:i;)s: modified, amended, extunrJed, or renevJE:d withoul the prior wrilt8n cOIì~ent of Lender. G;'antor shall neither request nor accep¡jjjý<jp!LJU, ad'Jet/1CeS uilder any such security i101E:enJent withÒut the'i1r!0[ ÝvriÜM:consent of Lender. .."...<t>::, ,',... '.,.,., , , , CONDEM'N,ÄTlON. The fallowing provisions reliJiií1g to condemnatiÙi~Yr:?èeedings are a partoftl1isMortoaoe: ,'. ". . " "",' Prp~'¡'í!dioOs. II any proceediooin condemnation is filed, Gral,~~8f~hall promptly nolif\, lender in'Nriting, and G,ani.Or 'sl",1I promptly,iake su¢ti:;:~t'eJs as may be nec8ssary to defel"] the action a III I nbiq\I:(,.\hf: award. Grantor ¡nay be the" nnlllinal part\' I'n such proc8edin(j;I)ut L~¡)(Jdi ,shall be entitled to Jarticipate in.lhe pfOceedin[j and Ic(Y;i(i~prE:sented in th" proCl:edlllO by counsel of its o\^.;nchoice, and (Jr,rnior wilt-:dÖ.1iver or calis" to bE: d81ivered to Lender such instrurlle(Ì!$:j¡jlir documentation asn1i,y he reqllested by Lend,,! from time to tilne to p~lhiitsuch participation. , . .,.'!'::::::::::,.., , . .,.,.... ',' ." . ',' '.> , . " . ...." AfJ{~'\¢~t,ion of Net Proceeds. If all or any part of the Pr0f¡,pf;tWW:cÖiìdelllnecJ by~nlíllellt cJorllai;\ prol:eedings Drii~~n\, PrQceedil,Ù.br.. p"i¡~¡1¡¡~l1l1Iiell Qf condeJllnation,~endelmay at its electioi) rû(í~W~thdt ,all or any pof\i(Jn uf the liet proceeds. oJ tIi~>avv,,( lJ8 appll,;dto thè lfidehti)cjness ortherepair or restoration' 01 the Property. .:)Jl:?::'net proceeds of the award shall meiln the avvarrJ.¡dter pil,yment ul all re<J~~I¡.¡é;,lJle costs, expenses, andattorneys'fees incurred by Le0~~~Pr connection vvithtll<:col1dernnation..>, .:. IMPosrtiÖ'N' OF TAXES, FEES AND CHARGES BY GOVERNMEN T Ä~:)i:0THOHITIES. The fQllowino provisiuns relatino to.(Jov8rnmenlial tàxes, fE:es anflr;haroes are a pilr t of this Mortgaoe: .', '.,.. , <:::(:( , , '., '..' '... '", " '. ' .' ...'. Cl;ri~')' Taxes, Fees and Charges, Upon ¡eqlJest by Lender;C(i:~¡:~:t:(;'r shall execute SUClldocun1i:nts i¡¡addition to tl1Ì'~ r·+)rt[jd[je and;lake wh'Mi)Ver other aétion is requested by I-ender to perfect and cci\~((¡~W:i" Lender's lien o¡¡theHeal Property, GriJntol shall ru.irlllJllrse Lencl,Útor all þrx'es, as described below, to(Jether with all expenses incl;i:i:¥~¡:::iiì recrll ding, perfeGtil;Û or continuing ]flis MOrlUiloe, includino without lilllirq'lic¡n all taxeS,f"es, documentary slanlps, and other C¡~r0¥~J:~VrrecOlding Q re(Jistérin(J this Mortoaoe. .' . .' " ".' TaX~$;'The following shall constitute taxes to whicll this secti~i~::;ii:j'i)lies: 11) a specific tax upon this type of Mortoaoe or upon all or allY Pií~t:c¡f the Indebtedness securer] by this Mortoaoe;(2) a SI,l~:~:ffi8 I,IX on Borrower which BClrrower is authoriwd or required to dedlJf:t frOl~\'p¡¡ym(mts on the Indubtedness secured by this type of MOf:lOijge; (3) a tax on this type of Ulor(qage chargeable ,![jdinst the Ll~ndei ür Hle;hQI'i'Jer 01 the Credit Agreement; and (4) a specific tax"t¡'!:I).1Ì,lor an\, portion of It", Ind.,bturJJ/cSs or on payments 01 prillci¡ulalld inl~r~$imad8 LIY Borrower. :::;:)::,::' . , :..,', , ' ' " ' . i,·,;' ¡' ¡ '. ~ " S~:b~~'qlJent Taxes. If any tax 10 which this section i¡ppliesis)H8herl sulJseCu811t lathe date of this Mortgage, Ihisev~l\t shall have the s¡¡n,\Èi::eI18ct as an Event of Default, anel Le fl(.Jc; I may eX8rcis'~i:i~:Y:'Qrall of its aVi1<1alJle remedies f¡)fan Event 01 Defaullas provided lÙ-,kiw uIÎ¡''',~~µrantor "ither (1) pays the lilx beJore it becollles' ddli¡1,fí~~!it, or ,. (2) contel;ls the lax as provided abovc: in the TrixesHnrlLiB;ìs se~tl~i!Î'ancJ deposits with Lend"l cash olasuUicient corpnrate:~:¡;!f::~:t,y'hond (){ other security satisfactory to Lender. .. SECUrt1t't'ÂGREEMENT; FINÄNCING STATEMENTS, The followìl)dd~t'Ì)Visions retatin[j to this Mort[ja[jl; i,S il securityag~È:erilent are a fliÙI of this Mor\p;loe: ',;::>:::...' S~i::IÚity Agreement. This instrument shall constitute a Secúi¡W::Ä:greement to the extent any of the Property coiistitutes lixtures,.)lnd LeriÜ~r"shallhave all ollhe ri[jhts of a secur~d piBty under the VI,~i:lQitll Conlmercial Code as amended from tillw Iu time. , : :. ~., . " ',' '.' I" ',', . . : . _ '_ _, , ' '! ' . ',~ S¢H/(i'ty Interest. Upon request by Lender, GriJlltOr shalltaJ,<~:::w.h.i)),ever action is,reqll8stecl by lender to pelf"cr ¿irid.conLim(: Lenr);;,'s seq\Jiì,(y int8rest in the Rems and Persc;nal Prop"lty. In dddltj¡jr{(b;:rßcOIdIllO this MOrloa(je in the real property r8corels, Lend"r may, at:i:ny til;ì~)pd without Iur ther authorization from Grantor, ,Iile eXf~C.~l~;~~}=ountellJij[ts, cUlLes orreprocluclions of this M'JrlCJaoe' "5 alil1dljrêkl[j sti.l!!Öì€!nt. Grantor shall reimburse Lend8r for all expenses int,:~¡rr.~i,I,:ili perf';Lling or cr¡'¡ltiliuillO this security intere'st. ,Upon rleliiUtt, <Jral,Üür shaÜ;¡iht remove, sever or detach tt1/: Personal Ploperty Irom \W~i8ì 'd t\', Upon default, Granjurshall asselllhl," anyPürsonal PluPOrt.,: ,ÚUI aft,i~~,i,t 'tt¡ the Property in a manner and alii plilce rei,sonilbIYC:~~')~~i,Hentlo. GI anlor .al1ll L e,nder a~l'J llIake it availi,IJle"to Lemler within l/,rfJe (3!':'(!?y's after. rec8ipt of written delnanrl from I-endel to the f'xt:~!;!hJ!~fI'lItt"d 1,\, appl(~iìble law.. : , . ~. '''"I. . _ ",.,.,,, AiJilf~·~~es. The ~lailing addresses of Grantor (debtor) and LQnd~fi~ccnrerl partyl froliiwhir:l, inforlilation concelnin'[j the secl;rityinl(ero;,st (J~';'¡:¡(íJ'~ by this MOlt(Jaoe may li8 obtained (each as lequjred)~:;(:thè Uniform Comlih:lci,,1 Cucl"'), are as slaled on: the lirst page' lJt't~¡LS MorW~tJe. , ')))::>". . FURTHEAÀSSURANCES; ATTORNEY-iN-FACT. The lollowino pró:~;i:~:j¿)'i:¡~ relatin[j to fWLher aSSlJfanCE:S and attoflley,in(act are a ¡J,Ht of á)¡~ Mo;to~ø'è::;;','.. ' . , ',H<>:' , . ,,', , , . .'.':. . .' : , ': . Furlti'~rAssurances. At any time, and lrom time to time, UP(J~::/~~Iuest 01 Lender, Grantor will make, execute and d2liver, orw"ICé'''';8to bi;! :i¡\(IÌJe, executed or detiverêd, to Lender or to Lender's d",Si~îj~~ijnd when lequest.::d by I.-"r,dér,cau~;e tf) be f"i,d, rücord("I,r"filed,bi rere:C~jlded, ÍJs the case Illay be, at such times iHld in such (,lfi<8;~:::(!¡!¡: places as Lt:nd"rmayd"um appropriat8, ,any ,¡nd all such IiJQrioaue$. de'ad~" of trust, security deeds, securiLY aorE:ements, financing::':*~:,iJenllmts, conlill"aLion slatenleilts, inslrulliUlIlS uf further asS"rilllce, cef1Wt~ates, and other doc;um"nts as may, in the sole opinion ¿:1:JWider, be necessalyor dtiSif¡II~I"in o"ler to uftec1uäte, cumplete, perl"ct, cÒrJ,ii\[je, or preserve (1) Borrow8/'s and Grantor's oIJli[jatir,\ì:~';:(ì¡:¡der llH; CI",dit Aor.::rÚnent, IIlis. rv1orL[jaoe, arid l/m RelaLed D,)Cllllit:otS, ilOcJ:;~2¡ the liens andst:curilyillterests created by this IkHtg~'ò~::'~n til", Property, whdhe.rnovvp'yned or lrerü¡¡ft¡;1 acqpir;~d byGfiJntor, Unc!¡:;~prohibited by law or Lender agreès to lhe contrary in' 0:W¡i~Q; Grantor shall reimburse Lend8r for dllcüstsiind eXpl"I~"S íncUff8Üin c9h'l#ü,lion with the Inalters referred to in this p¡]ra(Jraph. :,:,:::):;:;:;;:;,,; ", Ati4~h~'Y~in-Fact. It Grantor fails to do any 01 the things r'e(~:r~:,;~¡::Wiin tile precedino para[jrlJph, Lender rnay do so 1,).1 a,nd inti", ni¡¡n8of Gr¡mio'r and at Gralllor's expense. For such purposes, Gfiì¡~!~)!.::Ji"JelJy irl tJ\locably appuinls Lender as Grantor'"", t,lo!nüy,in tact fo(: the PU()i~1:~'e' at making, executing, delivering, filino, recoldillO, ò!iB::;q~j)!HJ all uth¡;r Ihinos as may I)e necessary or desirótJle. ill Lellder's,':"Óìe Ol~¡i,!\~f,l; to accomplish the mal ters refelf"d to in the pr"(;edinÇJ,;r¡~i;~~I,Ùplì. .' '. '.'., ' FULL PÊ~¡FÖRMANCE. If Borrower pays all the IncJeblerllless vvl',ii¡:¡:;:i!Ü8, terminates tile r;redit line 'accoulll, ilml fllherwi's~ Pdrlorrns atl::tbe obljuati(Íi\~:',illlp'osed UpOIl Grantor under this Mortuaue, Lell(Jer shM!:%:¡i~(:ute "Ild delivel to Grdl,llir fl suitable siHisfactïonof Ibis M(HtO'I(J(i:~nèJ suitiJble':,iÚátements of termination of <Ill\, lin'lncino staternenl O(}::)~li¡.::evldt:nGinu L.,nder's security intr,rest ill thu ri'JIlLSillld 111e Pels'orÌÚI Propertv"':Örantor w'ill pay.·il perrnill"d by iJpplicaiJle taw, any r<:aso:iS::;:I~i,~:ldmillatiClCl fue 1\S ddermin(:t' hy L''>"ler I¡om tln;(; LU tirne. ,.. , " ..,.':'. ,. ". . ,'....,','..'.... , '" , . EVENTS:'ÔFPEFAtJL T. Eacllof the follnwino, at Lender's option, Si)¡,\¡<ç~nstïlute ,<1n Ev¿,nf nf Odi1ldlundl" this MlJrt[j.il~¡e: Pi1'j%~'f~t Defalllt. Borrower fi,iiö to make any payment wilen Uli~,::,f¡?d,'r tlw Indchter/ness, " ;~ ~ .1-";.)~~~:~ s Loan No: 761001039 MORTGAGE (Continued) C' !ì. r 0 ':' G' ...) i. . t.....' ~ Page 4 Default on Other Payments. Failure of Grantor within the time required by this Mortoage to make any payment for taxes or insurance, or any other payment necessary to prevent filing of or to effect discharge of any lien. Other Defaults. Borrower or Grantor fails to comply with or to perform any other term, ohlì'Jation, covenant or condition contained in this Mortgage or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower or Grantor. Default in Favor of Third Parties. Should Borrower or any Grantor default under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's or any Grantor's property or Borrower's ability to repay the Indebtedness or Borrower's or Grantor's ability to perform their respective obligations under this Mortgage or any related document. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or Grantor or on Borrower's or Grantor's behalf under this Mortgage or the Related Documents is false or misleading in any material respect, either now or at the time made or fwnished or becomes false or misleading at any time thereafter. Defective Collateralization. This Mortgage or any of the Related Documents ceases to be in full force and effect (including failure of any collateral document to create a valid and perfected security interest or lien) at any time and for öny reason. Insolvency. The dissolution or termination of Borrower's or Grantor's existence as a going business, the insolvency of Borrower or Grantor, the appointment of a receiver for any part of Borrower's or Grantor's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower or Grantor. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self'help, repossession or any other method, by any creditor of Borrower or Grantor or by any governmental agency against any property securing the Indebtedness. This includes a garnishment of any of Borrower's or Gröntor's accounts, including deposit accounts, with Lender, However, this Event of Default shall not apply if there is a good faith dispute by Borrower or Grantor as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower or Grantor gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lel"ler, in its sole discretion, as being an adequate reserve or bond for the dispute. Breach of Other Agreement. Any breach by Borrower or Grantor under the terms of any other agreement between Borrower or Grantor and Lender that is not remedied within any grace period provided therein, including without limitation any agreement concerning any indebtedness or other obligation of Borrower or Grantor to Lender, whether existing now or later. Events Affecting Guarantor, Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness. In the event of a death, Lender, at its option, may, but shall not be required to, permit the Guarantor's estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender, and, in doing so, cure any Event of Default. Adverse Change. A material adverse change occurs in Grantor's financial condition, or Lender believes the prospect of payment or performance of the Indebtedness is impaired. Insecurity. Lender in good faith believes itself insecure. RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of an Eve'lt of Default and at any time thereafter, Lender, at Lender's option, may exercise anyone or more of the following rights and remedies, i'n additión to an'y other rights or remedies provided by law: Accelerate Indebtedness. Lender shall have the right at its option without notice to Grantor to declare the entire Indebtedness immediately due and payable, including any prepayment penalty which Grantor would be required to pay. UCC Remedies. With respect to all or any part of the Personal Property, Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code. Collect Rents. Lender shall have the right, without notice to Borrower or Grantor, to take possession of the Property, including during the pendency of foreclosure, whether judicial or non-judicial, and collect the Rents, including amounts past due and unpaid, and apply the net proceeds, over and above Lender's costs, against the Indebtedness. In furtherance of this right, Lender may require any tenant or other user of the Property to make payments of rent or use fees directly to Lender. If the Rents are collected by Lender, then Grantor irrevocably designates Lender as Grantor's attorney-in-fact to endorse instruments received in payment thereof in the name of Grantor and to negotiate the same and collect the proceeds, Payments by tenants or other users to Lender in response to Lender's demand shall satisfy the obligations for which the payments are made, whether or not any proper grounds for the demand existed, Lender may exercise its rights under this subparagraph either in person, by agent, or through a receiver. Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of the Property, with the power to protect and preserve the Property, to operate the Property preceding foreclosure or sale, and to collect the Rents from the Property and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver may serve without bond if permitted by law, Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Property exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver. Judicial Foreclosure. Lender may obtain a judicial decree foreclosing Grantor's interest in all or any part of the Property. Nonjudicial Sale. Lender may foreclose Grantor's interest in all or in any part of the Property by non'judicial sale, and specifically by "power of sale" or "advertisement and sale" foreclosure as provided by statute. Deficiency Judgment. If permitted by applicable law, Lender may obtain a judgment for any deficiency remaining in the Indebtedness due to Lender after application of all amounts received from the exercise of the rights provided in this section. Tenancy at Sufferance. If Grantor remains in possession of the Property after the Property is sold as provided above or Lender otherwise becomes entitled to possession of the Property upon default of Grantor, Grantor shall become a tenant at suflerance of Lender or the purchaser of the Property and shall, at Lender's option, eithel (1) pay a reasonable rental for the use of the Property, or (2) vacate the Property immediately upon the demand of Lender. Other Remedies, Lender shall have all other rights and remedies provided in this Mortgage or the Credit Agreement or available at law or in equity. Sale of the Property. To the extent permitted by applicable law, Borrower ami Grantor hereby waive any and all right to have the Property marshalled. In exercising its rights and remedies, Lender shall be free to sell all or any part of the Property together or separately, in one sale or by separate sales. Lender shall be entitled to bid at any public sale on all or any portion of the Property. Notice of Sale. Lender shall give Grantor reasonable notice of t/1e time and place of any public sale of the Personal Property or of the time after which any private sale or other intended disposition of the Personal Property is to be made. Reasonable notice shall mean notice given at least ten (10) days before the time of the sale or disposition. Any sale of the Personal Property may be made in conjunction with any sale of the Real Property. Election of Remedies. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Grantor under this Mortgage, after Grantor's failure to perform, shall m!l affect Lender's right to declare a default and exercise its remedies. Nothing under this Mortgage or otherwise shall be construed so as to limit or restrict the rights and remedies available to Lender following an Event of Default, or in any way to limit or restrict the rights and ability of Lender to proceed directly against Grantor and/or Borrower and/or against any other co,maker, guarantor, surety or endorser and/or to proceed against any other collateral directly or indirectly securing the Indebtedness. Attorneys' Fees; Expenses. If Lender institutes any suit or action to enforce any of the terms of this Mortgage, Lender shall be entitled to recover such sum as the court may adjudge reasonable as attorneys' fees at trial and upon any appeal. Whether or not any court action is involved, and to the extent not prohibited by law, all reasonable expenses Lender incurs that in Lender's opinion are necessary at any time for the protection of its interest or the enforcement of its rights shall become a pört of the Indebtedness payable on demand and shall bear interest at the Credit Agreement rate from the date of the expenditure until repaid. Expenses covered by this paragraph include, without limitation, however subject to any limits under applicable law, Lender's reasonable attorneys' fees and Lender's legal expenses whether or not there is a lawsuit, including reasonable attorneys' fees and expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction). appeals, and any anticipated post,judgment collection services, the cost of searching records, obtaining title reports (including foreclosure reports). surveyors' reports, and apprais'al fees and title insurance, to the extent perll1itler by applicable t 'J, r,' MORTGAGE (Continued) (\ {~ ,~ ";~ r"1 ,l . ' '...,' .<'.' J Page 5 Loan No: 761001039 -_._--~ --~---~-----~- law. Grantor also will pay any court costs, in addition to all other sums provided by law. NOTICES. Any notice required to be given under this Mortgage, including without limitation any notice of default and any notice of sale shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law). when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Mortua[Je, All copies of notices of foreclosure from the holder of any lien which has priority over this Mortgage shall be sent to Lend"r's address, as shown near the beoinning of this Mortoaoe. Any party may change its address for notices under this MortOd(Je by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Grantor agrees to keep Lender informed at all times of Grantor's current address. Unless otherwise provided or required by law, if there is more than one Grantor, any notice given by Lender to any Grantor is deemed to be notice given to all Grantors. MISCEllANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Mortgage: Amendments. This Mortgage, together with any Related Documents, constitutes the entire understandino and agreement of the parties as to the matters set forth in this Mortgage. No alteration of or amendment to this Mortgaoe sholl be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Annual Reports. If the Property is used for purposes other than Grantor's residence, Grantor shall furnish to Lender, upon request, a certified statement of net op<Jrating income received from the Property during Grantor's previous fiscal year in such form and detail as lender shall require. "Net operating income" shall mean all cash receipts from the Property less all cash expenditures made in connection with the operation of the Property. Caption Headings. Caption headings in this Mortgage are for convenience purposes only and are not to be used to interpret or define the provisions of this Mortgage. Governing Law. This Mortgage will be governed by federal law applicable to Lender and, to the extent not preempted by federill law, the laws of the State of Wyoming without regard to its conflicts of law provisions. This Mortgage has been accepted by Lender in the State of Wyoming. Choice of Venue. If there is a lawsuit, Grantor agrees upon Lender's request to submit to the jurisdiction of the courts of Lincoln County, State of Wyoming. Joint and Several Liability. All obligations of Borrower and Grantor under this Mortgage shall be joint and several, and all references to Grantor shall mean each and every Grantor, and all references to Borrower shall mean each and every Borrower, This means that each Borrower and Grantor signing below is responsible for all obligations in this Mortgage. Where anyone or more of the parties is a corporation, partnership, limited liability company or similar entity, it is not necessary for Lender to inquire into the powers of any of the officers, directors, partners, members, or other agents acting or purporting to act on the entity's behalf, and any obligations made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Mortgage. No Waiver by lender. Lender shall not be deemed to have waived any rights under this Mortgage unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exerl:ising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Mortgage shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Mortgage, No prior waiver by Lender, nor any course of dealing between Lender and Grantor, shall constitute a waiver of any of Lender's rights or of any of Grantor's obligations as to any future transactions. Whenever the consent of Lender is required,'unUer this Mortgage, the gronting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances: where such consent is required and in all Cé,ses such consent may be granted or withheld in the sole discretion of Lender. Severability. If a court of competent jurisdiction finds any provision of this Mortgage tu be illegal, invalid, or unenforceable as to any person or circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other person or circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable, If the offending provision cannot be so modified, it shilll be considered deleted from this Mortgage. Unless otherwise required by law, the illegality, invalidity, or unenforceability of any provision of this Mortgage shall not affect the legality, validity or enforceability of any other provision of this Mortgage. Merger. There shall be no merger of the interest or estate created by this Mortgage with any other interest or estate in the Property at any time held by or for the benefit of Lender in any capacity, without the written consent of Lender. Successors and Assigns. Subject to any limitations stated in this Mortgage on transfer of Grantor's interest, this Mortgage shall be binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Property becomes vested in a person other than Grantor, Lender, without notice to Grantor, may deal with Grantor's successors with [8ference to this Mortgage and the Indebtedness by way of forbearance or extension without releasing Grantor from the obligations of this Mortgage or liability under the Indebtedness, Time is of the Essence. Time is of the essence in the performance of this Mortgage. Waiver of Homestead Exemption. Grantor hereby releases and wai'Jes all rights and benefits of the homestead exemption laws of the State of Wyoming as to all Indebtedness secured by this Mortgage. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Mortgage. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States uf America. 'Nords and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Mortgage shall have the meanings attributed to such terms in the Uniform Commercial Code: Borrower. The word "Borrower" means KlN INVESTMENT PROPERTIES LLC, A WYOMING LlMITi::D LIABILITY COMPANY and includes all co-signers and co-makers signing the Credit Agreement and all their successors and assigns. Credit Agreement. The words "Credit Agreement" mean the credit agreement dated November 7, 2005, with credit limit of $90,000.00 from Borrower to lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the promissory note or agreement. The maturity date of this Mortgage is November 1, 2006. Default. The word "Default" means the Default set forth in this Mortgage in the section titled "Default". Environmental laws. The words "Environmental Laws" mean any and all state, federal and local statutes, regulations and ordinances relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq, (" CERClA "), the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499 ("SARA"), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C, Section 6901, et seq., or other applicable state or federal laws, rules, or regulations adopted pursuant thereto. Event of Default. The words "Event of Default" mean any of the events of default set forth in this Mortgage in the events of default section of this Mortgage. Existing Indebtedness. The words "Existing Indebtedness" mean the indebtedness described in the Existing Liens provision of this Mortgage. Grantor. The word "Grantor" means KLN PAINTING INC., A UTAH CORPORATION; and KLN INVESTMENT PROPERTIES LLC, A WYOMING LIMITED LIABILITY COMPANY. Guarantor. The word "Guarantor" means any guarantor, surety, or accommodation party of any or all of the Indebtedness. Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or part of the Credit Agreement. Hazardous Substances. The words "Hazardous Substances" mean materials that, because of their quantity, concentration or physical, chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words "Hazardous Substances" are used in their very broadest sense and include without limitation any and all hazard(Jus or toxic substances, materials or waste as defined by or listed under the Environmental Laws. The term "Hazard,Ous Substances" also includes, without limitation, petroleum and petroleum by-products or any fraction thereof and asbestos. , , , ~I. MORTG.AGE (Continued) (....~ (' ~) I' J if) ,,':(:~\.:, U !. 5 ~ ¡ loan No: 761001039 Page 6 Improvements. The word "Improvements" means all existino and future improvements, buildings, structures, mobile homes affixed on the Real Property, facilities, additions, replacements and other construction on the Real Property. Indebtedness. The word "Indebtedness" means all principal, interest, and other amounts, costs and expenses payable under the Credit Agreement or Related Documents, together with all renewals of, extensions of, modifications of, consolidations of ami substitutions for the Credit Agreement or Related Documents and any amounts expended or advanced by Lender to discharge Grantor's obligations or expenses incurred by Lender to enforce Grantor's obligations under this Mortgage, together with interest on such amounts as provided in this Mortgage. Specifically, without limitation, Indebtedness includes all amounts that may be indirectly secured by the Cross,Collateralization provision of this Mortgage. lender. The word "Lender" means FIRST NA TIONAL BANK - WEST, its successors and assigns. Mortgage. The word "Mortgage" means this Mortgage between Grantor and Lender. Personal Property. The words "Personal Property" mean all equipment, fixtures, and other articles of personal property now or hereafter owned by Grantor, and now or hereafter attached or affixed to the Real Property; together with all accessions, parts, and additions to, all replacements of, and all substitutions for, any of such property; and together with all proceeds (including without limitation all insurance proceeds and refunds of premiums) from any sale or other disposition of the Property. Property. The word "Property" means collectively the Real Property and the Personal Property, Real Property. The words "Real Property" mean the real property, interests and rights, as further described in this Mortgage. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreernLmts, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, execu'ted in connection with the Indebtedness. Rents, The word "Rents" means all present and future rents, revenues, income, issues, royalties, profits, and other benefits derived from the Property. EACH GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS MORTGAGE, AND EACH GRANTOR AGREES TO ITS TERMS. GRANTdR: ~~I'NG IN""¡'Y,<\~ CORPO,RA TlON CBy:-/i~l1)J 0ì_ ~JD~ KEVIN L.'NESTER, President of KLN PAINTfNG INC., A UTAH CORPORATION .... , , A WYOMING CORPORATE ACKNOWLEDGMENT STATE OF _ '^-.J '~ó ."'....¡ r--j COUNTY OF L_~\. .~ ~_ G \ "'- ) ) ss ) On this ¡ \~ day of __1'-1<.:>. ,f <.. ""'0 b.t..L::-___'__, 20 _º-,') , _, before me, the undersigned f\lotary Public, personally appeared KEVIN L. NESTER, President of KLN PAINTING INC., A UTAH CORPORATION, and known to me to be an authorized agent of the corporation that executed the Mortgage and acknowledged the Mortgage to be the free and voluntary act and deed of the corporation, by authority of its Bylaws or by resolution of its board of directors, for the uses and purposes therein mentioned, and on oath stated that he or she is authìized to execute this M "tgag and in fact executed th¡J Mortgage on behalf of the corporation. By ,~ j L/f~/,--- .' --- Residing at_L."(~,,-l,,,,--,t.'.j'-:'I.......~ ~ . ) Notary Public in and for the State of W'({ "....; <'-':J My commission expires (;¿ '- \-/- Z. Öç¿¡ LIMITED LIABILITY COMPANY ACKNOWLEDGMENT STATE OF W '-\c ,..... ~.......C"_ ---- cJ ) COUNTY OF __L .....r... \ 'V'<o ) ) ss ) ·1+~ h On this day of _J~'1I?.d_,-~'r;iCL_______, 20 º_'::L___' before me. the undersigned Notary Public, personally appeared KEVIN L. NESTER, Designated Agent of KLN INVESTMENT PROPERTIES LLC. A WYOMING LIMITED LIABILITY COMPANY, and known to me to be a member or designated agent of the limited liability company that executed the Mortgage and acknowledged the Mortgage to be the free and voluntary act and deed of the limited liability company, by authority of statute, its articles of organization or its operating agreement, for the uses and p~rposes therein mentioned, and on oath stated that he or she is authorized to execute this Mortgage and in fact execu ed the Mortgage on beh'lf of the limited liability company. By. (~ , Residing at L ·Î\·.....c "'.\ V'o, "\ Notary Public in and for the State of My commission expires (' ',. c'J"~~-' .,-' ~ / '\] .7 o',:)C'i C..... "- - Ll..)~ LASHI PRO l.."din¡¡. V"' 52!:i.OO.002 C"I" H"r~I,¡J F,n"".;',,1 S('¡Ulj"".,'-¡n~ l'iS7. 2005 All R¡(ld~ R",>~,.,,,<.I '.',I',' D ',Cfl\LPL\GQJ ~L lR-J€6 PH.ij CORPORATE, ~'\ .t~~ () ~..,~ n ~-c-_~ ~'.~>',~'::~~ ~~ ;OWLEDGIVIENT ~ STATE OF L'-h0¿'-~ :;''-'\______ SETH C, JENKINS NOTARY PUBLIC STATE OF WYOMING ) SS ) -' COUNTY OF LINCOLN COUNTY OF ---.L~~,L£"lð,. }AY COMMISS~~lli~~ On this ,u_,~l+~ day of _,NC'J~.Y~·"\~'L,~__' 20 _~ beJore me, the undersigned Notary Public, personally appeared KEVIN L. NESTER. President of KLN PAINTING INC.. A UTAH CORPORATION, and known to me to be an authorized agent of the corporation that executed the Mortgage and acknowledged the Mortgage to be ttie free and voluntary act and deed of the corporation. by authority of its Bylaws or by resolution of its board of directors, for the uses and purposes therein mentioned, and on oath stated that he or she IS auth3d to execute this Mm 'gage and in fact executed the fv1urtgage on beh¡;lf of the corporation. BY_'r-,,_ ./.;t), {) j i~._ Residing at L¡·-;(--.!I" Cc/-.,-A~, Notary Public in and for the St~te of LA...h,,,,,,:¡_!',,,,,, ""'-0., My cbmlilission expires {)... \ 7-2, '-l:~ c'l '"J J COUNTY OF L-, >,'-cc\,..... LI/VIITED LIABILITY COMPANY ACKNOWLEDG/VIENT [~~~~ SETH C JENKINS NOTARY PUBLIC COUNTY OF G STATE OF LINCOLN' WYOMING MYC~~f'1~7 2009 ) ) S5 ) ST A TE 0 F --.L-';J~', .:<.L::.c~~ '''- ',,", ,) ) -l\-.\' 1\, \ On this .- __ day of ~r,',J tvv:cü!"_(___.~_, 20 .'?'C.._, _, before me, the undersigned Notary Public, personally appearedKEVINTNEsTER, Designated Agent of KLN INVESTMENT PROPERTIES LLC, A WYOMING LIMITED LIABILITY COMPANY, and known to me to be a member or designated agent of the limited li¡;bility comp¡my that executed the Mortgage and acknowledged the Mortgage to be the free and voluntary act and deed of the limited liability company, by authority of statute, its articles of organization or its operating agreement, for the uses and p~lrposes therein mentioned, and on oath stated that he or she is authorized to execute this Mortgage and in fact eBxyec..~,{_, L,JtHd,t, ~,~:¡n,ga[(':J; on be I-\f of t e limited liability compönÝ" Re" sl'ding at /'._', ". I' ~ A/V"-- _ .. " \ \" C (> u ..,\.,,,, -') My commission expires {p - \ l-7,íJ C i) I '.J. ... V' ''-0,y^"", \>"'{\ .1 Notary Public in and for the S'tate of lASER PRO ltu,dil\';. \,,,1. !i ~ii [.{),oo: C'-'I-'I rl,,'IÕlr,dF~,~,,~;~1 ,$6¡'¡li,,,,,~, If\¡'; ¡':in." 2Co?5. " ':"11 Rjl/hl. A";;~[',..'ðd Vi'( O'\CFlllPL $i[)J fe 111-366 PfH¡ f ( t·' '- .:.!, Exhibit "A" ,.. '\ n c, ,', t) \.- $ \! 0 ~í. The land referred to in this commitment is situated in the State of W yom in g, Co u n t y 0 f L in c 0 1 n, and is des c rib e d as folIo IV s : Parcell KLN PAINTING INC., A' UTAH COPORATION Lot 60 of Prater Canyon Estates Unit No.4, Lincoln County, hlyomin'iS as described on the official plat thereof. Parcel 2 KLN INVESTMENT PROPERTIES, LLC, A hlYOMING LIMITED LIABILITY COMPANY A portion of the NW~SE~ of Section 23, T34N Rl19W of the 6th P.M., Town of Thayne, Lincoln County, Wyoming being more particularly described as follows: BEGII\TNING at an Iron Pipe monument found near a fence corner in the East Right-of-Way line of U.S. Highway 89 at STA 1405-43.59; and, also bein~ 1064.22 feet S 27°55'14" E from a BLM type monument set by Coon, King and Knowlton, found marking the Center ~ corner of said Section 23; thence N 25°22'12" W, along said East Right-of-Way line, 169.65 feet¡ thence N 64°37'48" E, 24.13 feet to the beginning of a curve to the right having a radius of 100 feet (A 20°38'28", A/2 10°19'14", L == 36.026', S.T. == 18.21', L.C. == 35.133'); thence running along said curve through a central angle of 20°38'28", an arc distance of 36.026 feet; thence N 85°16'16" E, 93.54 feet; thence South, 172.00 feet; thence S 83°39'33" W, 77.45 feet to the POINT OF BEGINNING. t