HomeMy WebLinkAbout930282
RECORDATION REQUESTED BY:
The Jackson State Bank & Trust
West Office
P.O. Box 1788
50 Buffalo Way
Jackson, WY 83001
(JOOf~t2tl
WHEN RECORDED MAIL TO:
The Jackson State Bank & Trust
West Office
P.O. Box 17BB
50 Buffalo Way
Jackson, WY 83001
RECEIVED 6/12/2007 at 12:02 PM
RECEIVING # 930282
BOOK: 661 PAGE: 728
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
SEND TAX NOTICES TO:
The Jackson State Bank & Trust
West Office
P.O. Box 1788
50 Buffalo Way
Jackson, WY B3001
SPACE ABOVE THIS LINE IS FOR RECORDER'S USE ONLY
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*000000000033123316%0745%06022007%000000000000000*
CONSTRUCTION MORTGAGE
MAXIMUM LIEN. The lien of this Mortgage shall not exceed at anyone time $352,750.00.
THIS MORTGAGE dated June 2, 2007, is made and executed between 91-3 Designs, llC, a Wyoming limited
liability company, whose address is P.O. Box 4134, Jackson, WY 83001-4134 (referred to below as "Grantor")
and The Jackson State Bank & Trust, whose address is P.O. Box 1788, 50 Buffalo Way, Jackson, WY 83001
(referred to below as "lender").
GRANT OF MORTGAGE. For valuable consideration, Grantor mortgages and conveys to Lender all of Grantor's right, title, and interest in Bnd to
the following described real property, together with all existing or subsequently erected or affixed buildings, improvements and fixtures; all
easements, rights of way, and appurtenances; all water, water rights, watercourses and ditch rights (including stock in utilities with ditch or
irrigation rights); and all other rights, royalties, and profits relating to the real property, including without limitation all minerals, oil, gas,
geothermal and similar matters, (the "Real Property") located in lincoln County, State of Wyoming:
lot Ninety-one (91) in Star Valley Ranch Plat Three (3) as platted and recorded in the Official Records of lincoln
County, Wyoming
The Real Property or its address is commonly known as 54 Cottonwood Circle, Star Valley Ranch, WY 83127.
Grantor presently assigns to Lender all of Grantor's right, title, Bnd interest in and to all present and future leases of the Property and all Rents
from the Property. In addition, Grantor grants to Lender a Uniform Commercial Code security interest in the Personal Property and Rents.
THIS MORTGAGE, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY, IS
GIVEN TO SECURE (A) PAYMENT OF THE INDEBTEDNESS AND (B) PERFORMANCE OF ANY AND ALL OBLIGATIONS UNDER THE NOTE,
THE RELATED DOCUMENTS, AND THIS MORTGAGE. THIS MORTGAGE IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS:
PA YMENT AND PERFORMANCE. Except as otherwise provided in this Mortgage, GrBntor shall pay to Lender all amounts secured by this
Mortgage as they become due and shall strictly perform all of Grantor's obligations under this MortgBge.
CONSTRUCTION MORTGAGE. This Mortgage is a "construction mortgage" for the purposes of Sections 9-334 and 2A-309 of the Uniform
Commercial Code, as those sections have been adopted by the State of Wyoming,
POSSESSION AND MAINTENANCE OF THE PROPERTY. Grantor Bgrees that Grantor's possession and use of the Property shall be governed by
the following provisions:
Possession and Use. Until the occurrence of an Event of Default, Grantor may (1) remain in possession and control of the Property; (2)
use, operate or manage the Property; and (3) collect the Rents from the Property,
Duty to Maintain. Grantor shall maintain the Property in tenBntable condition and promptly perform all repairs, replacements, and
maintenance necessary to preserve its value.
Compliance With Environmental Laws. Grantor represents and warrants to Lender that: (1) During the period of Grantor's ownership of
the Property, there has been no use, generation, mBnufacture, storage, treatment, disposal, release or threBtened releBse of any HazBrdous
Substance by any person on, under, about or from the Property; (2) GrBntor has no knowledge of, or reason to believe that there has
been, except as previously disclosed to and acknowledged by Lender in writing, (B) Bny breach or violation of any Environmental Laws,
(b) any use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous SubstBnce on, under,
about or from the Property by Bny prior owners or occupants of the Property, or (c) Bny actual or threatened litigation or claims of any
kind by any person relating to such matters; and (3) Except as previously disclosed to and Bcknowledged by Lender in writing, (a) neither
GrBntor nor any tenant, contractor, agent or other authorized user of the Property shall use, generate, manufacture, store, treat, dispose of
or release any Hazardous Substance on, under, about or from the Property; and (b) any such activity shall be conducted in compliance
with all applicBble federal, state, and local laws, regulations and ordinances, including without limitation all Environmental Laws. Grantor
authorizes Lender and its agents to enter upon the Property to make such inspections and tests, at Grantor's expense, as Lender may deem
appropriate to determine compliance of the Property with this section of the Mortgage. Any inspections or tests made by Lender shall be
for Lender's purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Grantor or to any other
person. The representations and wBrranties contained herein are based on Grantor's due diligence in investigating the Property for
Hazardous Substances. Grantor hereby (1) releases and waives any future claims against Lender for indemnity or contribution in the
event Grantor becomes liable for cleanup or other costs under any such laws; and (2) agrees to indemnify, defend, and hold harmless
Lender against any and all claims, losses, liabilities, damages, penalties, and expenses which Lender may directly or indirectly sustain or
suffer resulting from a breach of this section of the Mortgage or as a consequence of any use, generBtion, manufBcture, storage, disposal,
release or threatened release occurring prior to Grantor's ownership or interest in the Property, whether or not the same was or should
have been known to Grantor. The provisions of this section of the Mortgage, including the obligation to indemnify and defend, shall survive
the payment of the Indebtedness and the satisfBction and reconveyance of the lien of this MortgBge and shall not be affected by Lender's
acquisition of any interest in the Property, whether by foreclosure or otherwise.
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, CIBY, 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 Bt all reasonable times to attend
to Lender's interests and to inspect the Real Property for purposes of Grantor's compliance with the terms Bnd conditions of this Mortgage.
Loan No: 33123316 lJ~3028::.~
MORTGAGE
(Continued)
000729
Page 2
Compliance with Governmental Requirements. Grantor ShBII promptly comply with all laws, ordinances, and regulations, now or hereafter
in effect, of all governmental Buthorities 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 regulBtion Bnd withhold compliance during Bny
proceeding, including appropriate appeals, 50 long as GrBntor has notified Lender in writing prior to doing 50 and so long as, in Lender's
sole opinion, Lender's interests in the Property Bre not jeopBrdized. Lender mBY require GrBntor to post Bdequate security or B surety bond,
reasonably satisfactory to Lender, to protect Lender's interest.
Duty to Protect. Grantor agrees neither to abBndon or leBve unattended the Property. Grantor shall do BII other acts, in Bddition to those
acts set forth Bbove in this section, which from the chBrBcter and use of the Property are reasonably necessary to protect and preserve the
Property.
CONSTRUCTION LOAN. If some or all of the proceeds of the 10Bn creating the Indebtedness Bre to be used to construct or complete
construction of any Improvements on the Property, the Improvements shall be completed no IBter than the maturity date of the Note (or such
earlier date as Lender mBY reasonBbly establish) and GrBntor shall pay in full all costs and expenses in connection with the work. Lender will
disburse loan proceeds under such terms Bnd conditions as Lender may deem reBsonably necessary to insure thBt the interest created by this
Mortgage shall have priority over all possible liens, including those of material suppliers and workmen. Lender mBY require, among other things,
thBt disbursement requests be supported by receipted bills, expense affidavits, waivers of liens, construction progress reports, and such other
documentation as Lender may reasonably request.
DUE ON SALE - CONSENT BY LENDER. Lender may, at Lender's option, declare immediately due and pBYBble all sums secured by this
Mortgage upon the sBle or transfer, without Lender's prior written consent, of all or Bny part of the Real Property, or any interest in the Real
Property, A "sale or trBnsfer" meBns the conveyance of ReBI Property or any right, title or interest in the Real Property; whether legal, beneficial
or equitable; whether voluntBry or involuntary; whether by outright sBle, deed, installment sale contract, land contract, contract for deed,
leasehold interest with a term greBter than three (3) years, leBse-option contrBct, or by sale, assignment, or trBnsfer of any beneficial interest in
or to any IBnd trust holding title to the Real Property, or by any other method of conveyance of Bn interest in the Real Property. If any Grantor is
B corporation, partnership or limited liability compBny, transfer Blso includes Bny change in ownership of more than twenty-five percent (25%) of
the voting stock, partnership interests or limited liability compBny interests, as the CBse may be, of such Grantor. However, this option shall not
be exercised by Lender if such exercise is prohibited by federal IBW or by Wyoming law.
TAXES AND LIENS. The following provisions relating to the taxes Bnd liens on the Property are part of this Mortgage:
Payment. Grantor ShBII pay when due (Bnd in all events prior to delinquency) all taxes, payroll taxes, special taxes, assessments, water
chBrges and sewer service chBrges levied against or on Bccount of the Property, Bnd shall PBY when due all clBims for work done on or for
services rendered or material furnished to the Property, GrBntor ShBII maintain the Property free of any liens having priority over or equal to
the interest of Lender under this Mortgage, except for 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 Contest pBragraph.
Right to Contest. Grantor may withhold payment of any tax, Bssessment, or claim in connection with B good faith dispute over the
obligBtion to pay, 50 long BS Lender's interest in the Property is not jeopardized. If B lien arises or is filed BS a result of 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 B sufficient corporate surety bond or other security
satisfactory to Lender in an Bmount sufficient to dischBrge the lien plus any costs Bnd reBsonable Bttorneys' fees, or other charges that
could accrue as a result of B foreclosure or sale under the lien. In any contest, Grantor shall defend itself and Lender and shall satisfy any
adverse judgment before enforcement BgBinst the Property. Grantor ShBII name Lender BS Bn BdditionBI obligee under any surety bond
furnished in the contest proceedings,
Evidence of Payment. Grantor shall upon demand furnish to Lender satisfactory evidence of payment of the taxes or assessments and ShBII
Buthorize the appropriBte governmentBI official to deliver to Lender at Bny time B written stBtement of the taxes and asséssments agBinst
the Property,
Notice of Construction. Grantor shall notify Lender at least fifteen (15) days before Bny work is commenced, Bny services are furnished, or
any materials are supplied to the Property, if any mechanic's lien, materiBlmen's lien, or other lien could be asserted on Bccount of the
work, services, or materials. Grantor will upon request of Lender furnish to Lender advance assurances satisfactory to Lender that Grantor
CBn Bnd 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. GrBntor ShBII procure Bnd maintBin policies of fire insurBnce with standard extended coverBge endorsements on
a replacement basis for the full insurable value covering Blllmprovements o.n the ReBI Property in an amount sufficient to Bvoid application
of any coinsurBnce clause, and with a standard mortgagee clause in favor of Lender, Grantor shall Blso procure and maintain
comprehensive generBI liability insurance in such coverage amounts BS Lender may request with Lender being nBmed as additional insureds
in such liability InsurBnce policies. Additionally, Grantor shall maintain such other insurance, including but not limited to hazard, business
interruption and boiler insurance as Lender may require. Policies shall be written by such insurance compBnies and in such form as may be
reasonably acceptBble to Lender. GrBntor shall deliver to Lender certificates of coverBge from each insurer containing a stipulation that
coverBge will not be cancelled or diminished without a minimum of ten (10) dBYS' prior written notice to Lender and not containing any
disclBimer of the insurer's liability for failure to give such notice. Each insurance policy also shall include an endorsement providing that
coverage in favor of Lender will not be impaired in any way by Bny BCt, omission or defBult of GrBntor or any other person. Should the ReBI
Property be located in an area designBted by the Director of the FederBI Emergency Management Agency as a speciBI flood hBzard BreB,
Grantor agrees to obtBin Bnd maintain FederBI Flood Insurance, if availBble, within 45 days after notice is given by Lender that the Property
is 10cBted in a special flood hazard area, for the full unpaid principal balance of the loan Bnd any prior liens on the property securing the
loan, up to the mBximum policy limits set under the National Flood Insurance ProgrBm, or as otherwise required by Lender, and to maintBin
such insurance for the term of the 10Bn,
Application of Proceeds. GrBntor shall promptly notify Lender of any loss or damBge to the Property, Lender may make proof of 1055 if
GrBntor fBils to do 50 within fifteen (15) days of the casuBlty, Whether or not Lender's security is impaired, Lender mBY, at Lender's
election, receive and retain the proceeds of 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 damBged or destroyed Improvements in a mBnner satisfactory to Lender. Lender shall, upon satisfactory proof of
such expenditure, payor reimburse Grantor from the proceeds for the reBsonable cost of repair or restoration if Grantor is not in default
under this MortgBge. Any proceeds which have not been disbursed within 180 dBYS after their receipt Bnd 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 MortgBge, then to
pay accrued interest, and the rem Binder, if any, shall be Bpplied to the principal balance of the Indebtedness. If Lender holds any proceeds
Bfter payment in full of the Indebtedness, such proceeds shall be pBid to Grantor as Grantor's interests mBY Bppear,
Grantor's Report on Insurance. Upon request of Lender, however not more thBn once a year, Grantor ShBII furnish to Lender B report on
each existing policy of insurBnce showing: (1) the name of the insurer; (2) the risks insured; (3) the amount of the policy; (4) the
property insured, the then current replacement vBlue of such property, Bnd the manner of determining that vBlue; and (5) the expiration
dBte of the policy. GrBntor shall, upon request of Lender, have an independent appraiser satisfactory to Lender determine the cash value
replBcement cost of the Property,
LENDER'S EXPENDITURES. If any action or proceeding is commenced that would mBterially 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 fBilure to discharge or pay
when due any amounts Grantor is required to dischBrge or pay under this Mortgage or any Related Documents, Lender on Grantor's behalf may
(but shall not be obligated to) tBke any action that Lender deems appropriBte, including but not limited to discharging or paying all tBxes, liens,
security interests, encumbrances and other claims, at any time levied or plBced on the Property and paying all costs for insuring, maintaining Bnd
preserving the Property, All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rBte charged under the
Note from 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 Bdded to the balance of the Note and be Bpportioned Bmong and be paYBble
with any instBllment payments to become due during either (1) the term of any applicable insurBnce policy; or (2) the remaining term of the
Note; or (C) be treBted as a balloon payment which will be due and payable at the Note's maturity. The Mortgage also will secure pByment of
these amounts, Such right shall be in addition to BII other rights and remedies to which Lender may be entitled upon Default.
WARRANTY; DEFENSE OF TITLE. The following provisions relating to ownership of the Property are a part of this Mortgage:
Title. Grantor WBrrants that: (a) Grantor holds good and marketable title of record to the Property in fee simple, free and clear of all liens
and encumbrances other than those set forth in the Real Property description or in Bny title insurBnce policy, title report, or finBI title opinion
Loan No: 33123316
(J'.-' -L', "x, (:J'~ <'" ';') ""\
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MOn I ul-\GE
(Continued)
4)OO'/~30
Page 3
issued in favor of, and accepted by, Lender in connection with this Mortgage, and (b) Grantor has the full right, power, and authority to
execute and deliver this Mortgage to Lender.
Defense of Title. Subject to the exception in the paragraph above, Grantor warrBnts and will forever defend the title to the Property against
the lawful claims of all persons. In the event any action or proceeding is commenced that questions Grantor's title or the interest of Lender
under this Mortgage, GrBntor shall defend the action at GrBntor's expense, Grantor may be the nominBI party in such proceeding, but
Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of Lender's own choice, Bnd
Grantor will deliver, or cause to be delivered, to Lender such instruments as Lender may request from time to time to permit such
participation,
Compliance With Laws. Grantor WBrrants that the Property and Grantor's use of the Property complies with all existing applicable laws,
ordinances, and regulations of governmental authorities.
Survival of Representations and Warranties. All representations, warranties, and agreements made by Grantor in this Mortgage shall
survive the execution and delivery of this Mortgage, shall be continuing in nature, and shall remain in full force and effect until such time as
Grantor's Indebtedness shall be paid in full,
CONDEMNATION. The following provisions relating to condemnation proceedings are a pBrt of this Mortgage:
Proceedings. If any proceeding in condemnation is filed, Grantor shall promptly notify Lender in writing, and Grantor shall promptly take
such steps as may be necessary to defend the action and obtain the award. Grantor may be the nominal pBrty in such proceeding, but
Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of its own choice, and Grantor
will deliver or CBuse to be delivered to Lender such instruments and documentation as may be requested by Lender from time to time to
permit such participation,
Application of Net Proceeds. If BII or Bny part of the Property is condemned by eminent domain proceedings or by any proceeding or
purchase in lieu of condemnation, Lender may at its election require that all or any portion of the net proceeds of the award be applied to
the Indebtedness or the repair or restoration of the Property. The net proceeds of the award shall meBn the award Bfter payment of all
reasonable costs, expenses, and attorneys' fees incurred by Lender in connection with the condemnation.
IMPOSITION OF TAXES, FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The following provisions relating to governmental taxes,
fees and charges are a part of this Mortgage:
Current Taxes, Fees and Charges. Upon request by Lender, Grantor shall execute such documents in addition to this Mortgage and take
whatever other action is requested by Lender to perfect and continue Lender's lien on the Real Property. Grantor shall reimburse Lender for
all taxes, as described below, together with all expenses incurred in recording, perfecting or continuing this Mortgage, including without
limitation all taxes, fees, documentary stamps, and other charges for recording or registering this Mortgage.
Taxes. The following shall constitute tBxes to which this section applies: (1) a specific tax upon this type of Mortgage or upon all or any
part of the Indebtedness secured by this Mortgage; (2) a specific tax on Grantor which Grantor is authorized or required to deduct from
payments on the Indebtedness secured by this type of MortgBge; (3) a tax on this type of Mortgage chBrgeable against the Lender or the
holder of the Note; and (4) a specific tax on all or any portion of the Indebtedness or on payments of principal and interest made by
Grantor,
Subsequent Taxes. If any tax to which this section applies is enacted subsequent to the date of this Mortgage, this event shall have the
same effect as an Event of Default, and Lender may exercise any or all of its available remedies for an Event of Default as provided below
unless Grantor either (1) pays the tax before it becomes delinquent, or (2) contests the tax as provided above in the Taxes Bnd Liens
section and deposits with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender.
SECURITY AGREEMENT; FINANCING STATEMENTS. The following provisions relating to this Mortgage as a security agreement are a part of
this Mortgage:
Security Agreement. This instrument shall constitute a Security Agreement to the extent any of the Property constitutes fixtures, and
Lender shall have all of the rights of a secured party under the Uniform Commercial Code as amended from time to time,
Security Interest. Upon request by Lender, Grantor shall take whatever action is requested by Lender to perfect and continue Lender's
security interest in the Rents Bnd Personal Property, In addition to recording this Mortgage in the real property records, Lender may, at any
time and without further authorization from Grantor, file executed counterparts, copies or reproductions of this Mortgage as a financing
statement. Grantor shall reimburse Lender for all expenses incurred in perfecting or continuing this security interest. Upon default, Grantor
shall not remove, sever or detach the Personal Property from the Property. Upon defBult, Grantor shall assemble any Personal Property not
affixed to the Property in a manner and at a place reasonBbly convenient to Grantor and Lender and make it available to Lender within three
(3) days after receipt of written demand from Lender to the extent permitted by applicable law.
Addresses. The mailing addresses of Grantor (debtor) and Lender (secured party) from which information concerning the security interest
granted by this Mortgage may be obtained (each as required by the Uniform Commercial Code) are as stated on the first page of this
Mortgage.
FURTHER ASSURANCES; ATTORNEY-IN-FACT. The following provisions relating to further assurances and attorney-in-fact are a part of this
Mortgage:
Further Assurances. At any time, and from time to time, upon request of Lender, Grantor will make, execute and deliver, or will cause to
be made, executed or delivered, to Lender or to Lender's designee, and when requested by Lender, cause to be filed, recorded, refiled, or
rerecorded, as the case may be, at such times and in such offices and places as Lender may deem appropriBte, any and all such mortgages,
deeds of trust, security deeds, security Bgreements, financing statements, continuation statements, instruments of further assurBnce,
certificates, Bnd other documents as may, in the sole opinion of Lender, be necessary or desirable in order to effectuBte, complete, perfect,
continue, or preserve (1) Grantor's obligations under the Note, this Mortgage, and the Related Documents, and (2) the liens Bnd
security interests created by this Mortgage as first and prior liens on the Property, whether now owned or hereafter acquired by Grantor,
Unless prohibited by IBW or Lender agrees to the contrary in writing, Grantor shall reimburse Lender for all costs and expenses incurred in
connection with the matters referred to in this paragraph.
Attorney-in-Fact. If Grantor fails to do any of the things referred to in the preceding paragraph, Lender may do 50 for and in the name of
Grantor and at Grantor's expense. For such purposes, Grantor hereby irrevocably appoints Lender as Grantor's attorney-in-fact for the
purpose of making, executing, delivering, filing, recording, and doing all other things as may be necessary or desirable, in Lender's sole
opinion, to accomplish the matters referred to in the preceding paragraph,
FULL PERFORMANCE. If Grantor pays all the Indebtedness when due, and otherwise performs all the obligations imposed upon Grantor under
this Mortgage, Lender shall execute and deliver to Grantor a suitable satisfaction of this Mortgage and suitable statements of termination of any
financing statement on file evidencing Lender's security interest in the Rents and the Personal Property. Grantor will pay, if permitted by
applicable IBW, any reasonable termination fee as determined by Lender from time to time.
EVENTS OF DEFAULT. Each of the following, at Lender's option, ShBII constitute an Event of Default under this Mortgage:
Payment Default. Grantor fails to make any payment when due under the Indebtedness.
Default on Other Payments. Failure of Grantor within the time required by this Mortgage 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. Grantor fails to comply with or to perform any other term, obligation, 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 ariy other
agreement between Lender and Grantor.
Default in Favor of Third Parties. Should Grantor default under any loan, extension of credit, security agreement, purchase or sales
agreement, or any other Bgreement, in favor of any other creditor or person that may materially affect any of Grantor's property or
GrBntor's ability to repay the Indebtedness or Grantor's ability to perform Grantor's obligations under this Mortgage or any related
document.
False Statements. Any warranty, representation or statement made or furnished to Lender by Grantor or on 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 furnished 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
Loan No: 3312331
MORTGAGE
(Continued)
ooo~, 3::t
Page 4
collateral document to creBte a valid and perfected security interest or lien) at any time and for any reason.
Death or Insolvency. The dissolution of Grantor's (regardless of whether election to continue is mBde), Bny member withdraws from the
limited liability company, or any other termination of Grantor's existence as a going business or the deBth of any member, the insolvency of
GrBntor, the appointment of B receiver for Bny part of GrBntor's property, any assignment for the benefit of creditors, Bny type of creditor
workout, or the commencement of Bny proceeding under Bny bankruptcy or insolvency laws by or against 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 Grantor or by any governmental Bgency against any property securing the
Indebtedness. This includes a garnishment of any of Grantor's Bccounts, including deposit accounts, with Lender. However, this Event of
Default shall not apply if there is B good faith dispute by Grantor as to the validity or reBsonableness of the claim which is the basis of the
creditor or forfeiture proceeding and if 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 Lender, in its sole discretion, as being Bn
adequBte reserve or bond for the dispute.
Breach of Other Agreement. Any breech by Grantor under the terms of any other Bgreement between Grantor Bnd Lender thBt is not
remedied within any grace period provided therein, including without IimitBtion any agreement concerning any indebtedness or other
obligBtion of 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 Bny
GuarBntor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any GUBrBnty of the Indebtedness, In the
event of a death, Lender, at its option, mBY, but shall not be required to, permit the Guarantor's estate to Bssume unconditionally the
obligBtions arising under the guarBnty in B manner satisfactory to Lender, and, in doing 50, cure Bny 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.
Right to Cure. If any defBult, other than a default in payment is curable and if GrBntor has not been given B notice of a breach of the SBme
provision of this MortgBge within the preceding twelve (12) months, it may be cured if Grantor, after receiving written notice from Lender
demanding cure of such default: (1) cures the default within fifteen (15) days; or (2) if the cure requires more thBn fifteen (15) dBYS,
immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the defBult and thereafter continues and
completes all reasonable and necessary steps sufficient to produce compliance BS soon as reasonably prBctical.
RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of Bn Event of Default and Bt any time thereBfter, Lender, at Lender's option, may
exercise anyone or more of the following rights and remedies, in addition to any other rights or remedies provided by law:
Accelerate Indebtedness. Lender shall hBve the right at its option without notice to Grantor to declare the entire Indebtedness immediately
due and payable, including any prepByment penalty which Grantor would be required to PBY.
UCC Remedies. With respect to all or Bny part of the Personal Property, Lender shall hBve all the rights and remedies of a secured party
under the Uniform Commercial Code.
Collect Rents. Lender shall have the right, without notice to 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 Bpply the net proceeds, over
Bnd 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-fBct to endorse instruments received in payment thereof in thè name of Grantor and to negotiate the SBme
and collect the proceeds. PByments by tenants or other users to Lender in response to Lender's demand shall satisfy the obligations for
which the pByments are mBde, whether or not Bny proper grounds for the demand existed. Lender may exercise its rights under this
subpBragrBph either in person, by agent, or through a receiver,
Appoint Receiver. Lender shall have the right to have B receiver Bppointed to take possession of BII 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 mBY serve without
bond if permitted by law. Lender's right to the Bppointment 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 judiciBI decree foreclosing Grantor's interest in BII or any part of the Property,
Nonjudicial Sale. Lender may foreclose Grantor's interest in all or in any pBrt of the Property by non-judicial sale, and specifically by "power
of sBle" or "advertisement and sale" foreclosure BS provided by statute.
Deficiency Judgment. If permitted by Bpplicable law, Lender may obtain B judgment for any deficiency remaining in the Indebtedness due
to Lender Bfter application of all amounts received from the exercise of the rights provided in this section,
Tenancy at Sufferance. If GrBntor 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 ShBII become a tenant at sufferance of Lender or the
purchBser of the Property and shall, at Lender's option, either (1) pay a reBsonable rental for the use of the Property, or (2) VBcBte the
Property immediately upon the demand of Lender.
Other Remedies. Lender shall have all other rights Bnd remedies provided in this Mortgage or the Note or available Bt law or in equity.
Sale of the Property. To the extent permitted by applicable law, Grantor hereby waives Bny and all right to have the Property mBrshBlled.
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 sBle on BII or Bny portion of the Property,
Notice of Sale. Lender shall give Grantor reBsonBble notice of the time Bnd plBce of any public sBle of the PersonBI Property or of the time
after which any privBte sBle or other intended disposition of the PersonBI Property is to be made. Reasonable notice shall mean notice
given Bt least ten (10) dBYS before the time of the sale or disposition, Any sBle 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 ShBII not exclude pursuit of any other remedy, Bnd an election to make
expenditures or to tBke Bction to perform an obligation of Grantor under this Mortgage, after Grantor's fBilure to perform, shall not affect
Lender's right to declare a default and exercise its remedies, Nothing under this Mortgage or otherwise ShBII be construed 50 as to limit or
restrict the rights Bnd remedies BvailBble to Lender following an Event of Default, or in any way to limit or restrict the rights and Bbility of
Lender to proceed directly against Grantor Bnd/or agBinst any other co-maker, gUBrantor, surety or endorser and/or to proceed against any
other collaterBI 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 appeBI. Whether or not any court action is
involved, and to the extent not prohibited by IBW, all reasonBble 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 B part of the Indebtedness payable on demand and shall bear
interest at the Note 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 reBsonable attorneys' fees and Lender's legBI expenses whether or not there is
a lawsuit, including reasonable attorneys' fees and expenses for bBnkruptcy 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 appraisal fees and title insurance, to the extent permitted by applicable 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 Bny notice of default Bnd any notice of sBle shall be
given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by IBW), when
deposited with B nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, BS first class, certified or
registered mail postBge prepaid, directed to the addresses shown near the beginning of this Mortgage. All copies of notices of foreclosure from
the holder of any lien which has priority over this Mortgage shall be sent to Lender's address, as shown near the beginning of this Mortgage,
Any party mBY chBnge its Bddress for notices under this Mortgage by giving formal written notice to the other parties, specifying thBt the
purpose of the notice is to change the party's Bddress. For notice purposes, Grantor Bgrees to keep Lender informed at all times of GrBntor's
current address, Unless otherwise provided or required by law, if there is more thBn one Grantor, any notice given by Lender to any Grantor is
deemed to be notice given to BII Grantors. '
Loan No: 33123316
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MOn I uHGE
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Page 5
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Mortgage:
Amendments. This Mortgage, together with Bny Related Documents, constitutes the entire understanding and agreement of the parties as
to the matters set forth in this Mortgage. No alteration of or amendment to this MortgBge shall be effective unless given in writing and
signed by the pBrty or parties sought to be charged or bound by the alteration or Bmendment.
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 operating 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 federal 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 Teton County,
State of Wyoming,
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 delBY or omission on the part of Lender in exercising any right shall operate as a waiver of such right or Bny
other right. ; A waiver 'by· Lende7 of a provision of this Mortgage shall not prejudice or constitute a waiver of Lender's right otherwise to
demand strict compliançe with that provision or any other provision of this Mortgage. No prior waiver by Lender, nor any courSe of dealing
between Lender Bnd Grantor, shall constitute a waiver of any of Lender's rights or of any of Grantor's obligations as to any future
transactions. Whenèver the Consent of Lender is required under this Mortgage, the granting of such consent by Lender in any instBnce
shall not constitute continuing consent to subsequent instances where such consent is required and in all cases 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 to be illegal, invalid, or unenforceable as to any
circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance, If feasible,
the offending provision shall be considered modified 50 that it becomes legal, valid and enforceable. If the offending provision CBnnot be so
modified, it shall 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 Bt Bny
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 deBI with Grantor's successors with reference 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 waives BII rights Bnd benefits of the homesteBd exemption laws of the State
of Wyoming as to all Indebtedness secured by this MortgBge.
DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this MortgBge. Unless specifically
stBted to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms
used in the singular shall include the plural, and the plural shall include the singulBr, as the context may require, Words and terms not otherwise
defined in this Mortgage shall have the meBnings attributed to such terms in the Uniform Commercial Code:
Borrower. The word" Borrower" means 91-3 Designs, LLC, a Wyoming limited IiBbility compBny and includes all co-signers and co-makers
signing the Note and all their successors and assigns.
Default. The word "Default" meBns the Default set forth in this Mortgage in the section titled "Default".
Environmental Laws. The words "Environmental Laws" mean any Bnd 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.
Grantor. The word "Grantor" meBns 91-3 Designs, 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
Note.
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 hazBrdous or toxic substances, materials or
waste as defined by or listed under the Environmental Laws, The term "Hazardous Substances" also includes, without limitation, petroleum
and petroleum by-products or any fraction thereof and asbestos.
Improvements. The word "Improvements" means all existing 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 Note or
Related Documents, together with all renewals of, extensions of, modifications of, consolidations of and substitutions for the Note 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 Bmounts as provided in this Mortgage.
lender. The word "Lender" means The Jackson State Bank & Trust, its successors and assigns.
Mortgage. The word "Mortgage" means this Mortgage between Grantor and Lender,
Note. The word "Note" means the promissory note dated June 2, 2007, in the original principal amount of $352,750.00 from
Grantor to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for
the promissory note or agreement.
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 attBched or affixed to the Real Property; together with all accessions, parts, Bnd 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 "RelBted Documents" mean BII promissory notes, credit agreements, loan agreements, environmental
agreements, guaraJ,1ties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments,
agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness.
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Loan No: 33123316
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MORTGAGE
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Page 6
Rents. The word "Rents" means all present and future rents, revenues, income, issues, royalties, profits, Bnd other benefits derived from
the Property.
GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS MORTGAGE. AND GRANTOR AGREES TO ITS TERMS.
GRANTOR:
~Wk
By:
Ron Weber. Vice President of 91-3 Designs. LLC. a
Wyoming limited liability company
LIMITED LIABILITY COMPANY ACKNOWLEDGMENT
STATE OF ~Mi~
COUNTY OF e..- t'OV')
SARAH C. ROBINSON NOTARY PUBLIC
COUNTY OF . STATE OF
TETON WYOMING
MY COMMISSION EXPIRES MAY 23. 2011
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(J th J
On this 1) day of u..ne..- , 20 0 V- ,before me, the undersigned NotBry Public, personally
appeBred Andrew S. Weber. President of 91-3 Designs, LLC, a Wyoming limited liability company and Ron Weber. Vice President of 91-3
Designs, LLC. a Wyoming limited liability company. and known to me to be members or designated agents of the limited liability company that
executed the Mortgage and acknowledged the Mortgage to be the free and voluntary Bct and deed of the limited liability compBny, by authority
of statute, its articles of organizBtion or its operBting agreement, for the uses and purposes therein mentioned, and on oath stated that they are
autho~ird to execute this Mort:ir and. in fact executed the Mortgage on behBlf of the limited liability company,
By ~()v\J~, L. 1iclhA¡\~ Residing at J(;\.,c,,\G60vt, \I\I~
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lASEA PAD Leodng. V.r. 5.36.00.004 Cop,. H.,I."d FIn..,ol. Solution., Ino. 1'97, 2007. An Rlghll.....'y.d. . wy Cõ\CFI\LPL\003.FC TR-12945 PR-6
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