HomeMy WebLinkAbout946864
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RECORDATION REQUESTED BY:
Bank of Jackson Hola
Bank of Alplna. A Branch Øank of Bank of Jackson Hola
P.O. Box 7000
Jackson. WY 83002
RECEIVED 5/4/2009 at 11 :23 AM
RECEIVING # 946864
BOOK: 721 PAGE: 834
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
WHEN RECORDED MAIL TO:
Bank of Jackaon Hola
Bank of Alplna. A Branch Bank of Bank of Jackson Hola
P.O. Box 7000
Jackson. WY B3002
GOOSB4
SEND TAX NOTICES TO:
Lower Valley LLC. a Wyoming IImltad liability company
P.O. Box 890
Thavna. WY 83127
SPACE ABOVE THIS LINE IS FOR RECORDER'S USE ONLY
ASSIGNMENT OF RENTS
THIS ASSIGNMENT OF RENTS dated April 15. 2009. Is made and exeçuted between Lower Valley LLC. a Wyoming
limited liability çompany. whose address is P.O. Box 890. Thayne. WY 83127 (referred to below as "Grantor'" and
Bank of Jaçkson Hole. whose address Is P.O. Box 7000. Jackson. WY 83002 (referred to below as "Lander").
ASSIGNMENT. For valuable çonsideration. Grantor hereby assigns. grants a çontlnulng seçurity Interest in. and
çonveys to Lender all of Grantor's right. title. and interest in and to the Rents from the following desçribed Property
loçated In Lincoln County. State of Wyoming:
See Exhibit "A". which Is attaçhed to this Assignment and made a part of this Assignment as If fully set forth
herein.
The Property or its address Is çommonly known as 118 Peterson Parkway. Thayne. WY 83127.
COLLATERAL DESCRIPTION. The word "RenlS" as us.d in th1s Asslgnm.nt m..ns all of Grantor's pr.sant and future rights, titl. and int.r.st
in, to and under the fpllowing dascribed sp.ciflc L.as. of all or . portion of the property d.scrib.d in the "Asslgnm.nt" section h.r.in.
The following is . g.n.ral d.scription of the sp.clflc i.as.:
LEASE TYPE: T.rm
L.as. Oat.: January 1, 2009
Start D.t.: January 1, 2009
End D.t.: D.c.mb.r 31, 2013
L.ss..(s): Vall.y M.rk.t, inc., a Wyoming corporation; P.O. Box 890; Thayne, WY 83127
D.scription of the Pr.mises: R.t.il .st.bllshm.nt
R.nt.1 Amount: $20,000.00 p.r month
D.poslt Amount:
L..s. T.rm.: S.. Exhibit "B", which i. .tt.ch.d to this Assignm.nt and mad. . part of this A.signm.nt as if fully s.t
forth h.r.in
R.cording D.ta:
THIS ASSIGNMENT is GIVEN TO SECURE 11) PAYMENT OF THE INDEBTEDNESS AND 121 PERFORMANCE OF ANY AND ALL OBLIGATIONS
OF GRANTOR UNDER THE NOTE, THIS ASSIGNMENT, AND THE RELATED DOCUMENTS. THIS ASSIGNMENT IS GIVEN AND ACCEPTED ON
THE FOLLOWING TERMS:
PAYMENT AND PERFORMANCE. exc.pt as otherwise provided in this Assignm.nt or .ny R.I.t.d Docum.nts, Grantor shall p.y to L.nd.r all
amounts s.cur.d by this Assignment as th.y b.com. du., and shall strictly p.rform all of Grantor's obllg.tions und.r this Assignment. Unles.
and until L.nd.r .x.rcis.s its right to collect tho Renta as provid.d b.low and so long as ther. I. no d.feult under this Assignment, Gr.ntor m.y
remain in possession and control of and operate and manage the Property end collect the Rents, provided thet the granting of the right to collect
tho Rents shall not constitute Lender's consent to the use of cesh colleter.lln e bankruptcy proce.ding.
GRANTOR'S REPRESENTATIONS AND WARRANTIES. Grantor warr.nts that:
Ownerohlp. Gr.ntor Is .ntitl.d to rec.ive the Rents fr.. .nd·cl..r of all rights, loans, liens, .ncumbr.nc.s. .nd claims .xc.pt as dlaclos.d
to .nd sccept.d by Lend.r In writing.
Right to Aaatgn. Gr.ntor h.s the full right, pow.r end authority to .nt.r into this A.signm.nt and to assign and convey the R.nt. to
Lender. .
No Prior Assignment. Grantor has not previously assigned or conveyed the Rents to any other person by any instrument now In force.
No Further Transfer. Grantor will not sell, assign, encumber, or otherwise dispose of any of Grantor's rights in the Rents except as
provld.d in this Assignment.
LENOER'S RIGHT TO RECEIVE AND COLLECT RENTS. L.nd.r shsll h.v.th. right at sny time, and ev.n though no default shall h.ve occurrsd
under thl. Asslgnm.nt, to collect .nd r.ceiv. the R.nts. For this purpose, Lender is h.r.by given .nd granted the fOllowing rights, pow.rs .nd
authority:
Notice to T.nents. L.nder m.y send notices to sny and all t.n.nts of the Property .dvlaing them of this Asslgnm.nt and directing all R.nts
to be p.id dlr.ctly to L.nder or Lend.r's ag.nt.
Enter the Proparty. Lender moy .nter upon .nd t.ke possession of the Property; demend, coll.ct snd r.ceive from the ten.nt. or from .ny
other persons Ii.ble th.r.for, all of the Rents; institute .nd carryon all leg. I proceedings n.c....ry for the protection of tho Property,
including 8uch 'proceedings 88 may be necessary to recover possession of the Property; collect the Rents and· remove any tenant or tenants
or other p.rson. from the Prop.rty.
Melntaln the Property. Lender may ent.r upon the Property to m.intsin the Property ond keep the same in repair; to p.y the costs th.r.of
ond of ell servic.s of all .mploy.es, including their .quipm.nt, .nd of .11 continuing cost. .nd .xpens.s of m.int.ining the Prop.rty In
prop.r repeir and condition, and .Iso to pey .11 t.x.s, assessments and wat.r utilities, and the premiums on fire .nd oth.r insur.nc.
.ff.cted by Lend.r on tho Property.
CompOance whh Laws. Lend.r may do any and .11 things to executa end comply with the I.ws 01 tho Stete of Wyoming .nd also .11 other
laws, rules, orders, ordinances and requirements of all other governmental agencies affecting the Property.
Lee.. the Property. L.nder m.y r.nt or le.s. the whol. or any p.rt of the Property for such t.rm or t.rms .nd on such conditions .s
Lender m.y deem appropriatB.
Employ Ag.nt.. Lend.r m.y .ngeg. such ag.nt or .g.nt. es Lender mey de.m .pproprl.t., .ith.r In L.nd.(s n.m. or In Grantor's nam.,
to rent and manage the Property, Including the collection and application of Rents.
Other Actl. Lender may do all such other things and acts with respect to· the Property 8S lender may deem appropriate and may act
.xclusively and.sol.ly In the pl.ce snd stoad of Grantor .nd to h.v. .11 of the power. of Gr.ntor for the purposes n.ted .bov..
No Requirement to Act. Lend.r shall not b. r.qulred .to do sny of the for.going .cts or things, and the fact that L.nder shall h.v.
performed one ~r more of the foregoing acts or things shell not require lender to do any other specific let or thing.
APPUCATION OF RENTS. All costs and exp.nses incurr.d by L.nder in conn.ction with the Property shall be for Grantor's account and Lender
may pay such COlts and expenses from the Rents. lender, In its 80le discretion, shall determine the application of any and all Rents received by
Loan No: 124584
ASSIGNMENT OF RENTS
(Continued)
OOû835
Page 2
it; however, any such Rents received by lender which are not applied to such costs and expenses shall be applied to the Indebtedness. All.
e.pendlture. made by Lender under this Assignment and not reimbursed from tha Rents shall bacome a part of the Indebtadness secured by this
As.lgnment, and shall be payable on damand, with Intarest .t the Note rate from date of e.penditure until paid.
FULL PERFORMANCE. If Gr.ntor pays .11 of tha Indebtedness whan due .nd otherwlsa performs .11 the obligations Impo~ed upon ,Grantor under
this Assignmant, the Note, and the Related Documents, Lender sh.1I execute and deliver to Grantor a suitable satISfaction of thIs Assignment
and suitable st.tem.nts of termln.tlon of any fin.ncing statement on file evidencing Lend.r's security interast in the Rents and tha Property.
Any termination fee required by I.w ah.1I be p.ld by Grantor, if permitt.d by .pplic.ble law.
LENDER'S EXPENDITURES. if any .ctio'; or proceeding Is commenced th.t would materially affect Lender'a interes.t in the Property o~ If Gr.ntor
fails to comply with any provision of this Assignment or any Aelated DOCUmBf1ts, including but not limited to Granto,'s hlllure to dlschørge ?'
pay when due any amounts Grantor Is required to discharg. or pay undar this Asslgnmant or any Relatad Documents. Lender on Grantor s
behalf may {but shall not be obligated tol take sny 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 Rents or the Property and paying al~ costs for
Insuring, maintaining and preserving the Property. All such expenditures Incurred or paid by Lender for such purposes will then basr Interest at
the rate charged undar the Note from the date Incurred or paid by Lander to the date 01 repayment by Grantor. All .uch. e.penses will become.
part of tha Indebtednes. and, at L.ndar'. option, will (A) be payable on damand; (el be added to the balance of the Nota and ba apportioned
among and be pay.bla with any In.tallmant payments to become due during either (1) the term of .ny applicabla insur.nca policy; or (21 the
remaining term of the Note; or IC) ba traat.d as . b.lloon payment which will be due .nd p.yable at tha Note's maturity. The A..ignment also
will secure payment of these amounts. Such right .h.1I be in addition to .11 othar rights .nd remedias to which Lander may be entiti.d upon
Default.
DEFAULT. Each of the following, at Lendar's option, ahall constitute an Event of Dar.ult und.r this Aasignment:
Payment Default. Grantor fails to mske any payment whon due under the Ind.btedness.
Other D.faulta. Grantor fails ta comply with or to perform any other term, obligation, covenant or condition contained In this Assignment
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 L.ender and Grantor.
Default on Other Payments. F.ilure of Gr.ntor within the time required by this Assignmant to make any paymant for ta.es or Insurance, or
any othar p.yment necessary to pravant filing of or to ettact discharge of any lien.
Dafault In Favor of Third Partlea. Any guarantor or Grantor defaults under .ny loan, axtension of cradit, .ecurity agre.m.nt, purchaa. or
sales agreem.nt, or any other agreamant, in favor 01 any other creditor or p.rson that may materi.lly affect .ny of .ny guarantor'. or
Grantor's property or ability to parformthair respective obligations undar this Assignment or any of the Ralatad Documents.
Fal.e Statem.nt.. Any warranty, rapre.entation or statement made or furniahed to Lender by Grantor or on Grantor's behalf under this
Assignment 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 an.y time thereafter.
Def.ctlve Collaterallzatlon. This Assignment or .ny 01 the Rel.tad Documants ceases to ba in lull lorce .nd alfect (including lailure of any
collateral document to create a valid and perfected security interest or lien) at any time and for any reason.
Daath or Insolv.ncy. The dissolution of Grantor's (regardless of whether elaction to continue Is madal, any mamber withdraws from the
limited liebility company. or any other termination of Grantor's existence a8 a going business or the death of any member, the insolvency of
Grantor, tha appointment of a recelv.r for any p.rt of Grantor'. property, any .sslgnment 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 Grantor.
Creditor or Forleftur. Proc..dlng.. 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 agency against the Rents or' any property securing
the Indebtednes.. This Includes. garniahment of any of Grantor's accounts, including daposit accounte. with L.ndar. However, this event
01 Def.ult shsll not apply If there i. a good faith di.pute by Grantor as to the validity or rea.on.blene.. of the claim which I. 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, 88 being
an adequate reserve or bond for the dispute.
ProP.rty Damage or Lo... The Property la lost, stolan, subst.ntially damaged, sold, or borrowed against.
Events Affecting Guarentor. Any of the pr.ceding events occurs with respect to .ny Guarantor of .ny of the Indabtednesa or any
Guarantor dlas or become. Incompetent, or revokes or disputes the validity of, or liability undar. any Guaranty of the ·Indabtednass.
Adverse Changa. A m.tarial .dversa change occurs in Grantor'a lin.ncial condition, or Lender bellevea tha prospect 01 payment or
performance of the Indebtedness is Impaired.
Cure Provl.lons. If any default, other than. default In payment is curabla and If Grantor has not baen given a notice 01 a breach of the
88me provlaion of this Assignment within the pr.ceding twelve (12) month., It m.y be cured If Grantor, aftar raceiving written notice· from
Lender demanding cure of such default: 111 cures the default within fift.en (161 days; or {21 If the cura requires more th.n fifteen (161
day., immediately initlatas stepa which Lander daem. In Lender's sola discretion to be sufliciant to cure tha dafault and there.fter
continues .nd completes all reason.ble and necesaary st.ps sufficient to produca compllanca as aoon as re.sonably practical.
RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrance of any event of Default and at any tlm. thereafter, Lander may exercise anyone
or more of the following rights and remedies, in addition to any other rights or ·remedies. providad by law:
Accelerate Indebtedn.... Lendar shail have the right at its option without notice to Grantor to declara the entlra Indebtedness Immadlately
due and payable, Including any prepayment p.nalty that Grantor would be requirad to pay.
Collect Renta. L.nd.r sh.1I have tha right, without notice to Gr.ntor, to take possession of the Property end collect the Rents, including
.mounts p..t due and unpaid, and apply the net proceeds. over snd sbove Lender's co.ts, against tha Indebtedness. In lurtherance 01 thl.
right, Lender shall have all the rights provided for In tha L.nder's Right to Receive .nd Collect R.nts Saction. above. If the Rants are
collected by Lender, then Grantor irrevocably de.ignøtes lender 88 Grantor's attorney-In-fact to endorse instruments received in payment
thereol in the name of Gramor and to nagotiate tha aame and cqllact the proceed.. P.yment. by tanants or other user. to Lender In
rasponse to Lender's demand shall satisfy the obligations for which the paymanta are made. whether or not any proper grounds lor the
. demand existed. Lender may exercise its rights undør this subparagraph either In person, by agent. or through 8 receiver.
AppoInt Receiver. Lender shall have the right to hsve a receiv.r appolntad to taka posse.sion of all or any part of the Property, with the
power to protect and pre.erve the Property, to operate tha Property preceding foraclo.ure or sala, .nd to collect the Rents from the
Property and apply the proceeds, over and above the cost of the receivership, egøinst the Indebtedness. The reoeiver may serve without
bond If parmitted by law. Lender'. right It> the appointment of a receivar ahall exl.t whather or not the apparant v.lue of the Property
excaads the Indebtedness by a aubstanti.' amount, Employment by Landar shall not disqualify. person from serving as a receivar.
Other Remedies. Lend.r shall have all other rights and remedies provided in this Aaslgnmant or the Note or by law.
election of Remedies. Election by Lender to pursue any ramedy shall not e.cluda pursuit of any other remedy, and an elaction to make
e.penditurea or to taka .ction to perform an obligation of Grantor under this Aasignmant, .fter Grantor's failure to perform, shall not affec.t
Lender's right to declare a default and e..rcise its remedl.s.
Attorneys' Fs..; Expenses. If Lender institutes any suit or action to anlorca .ny of the tarms 01 this Aealgnment. Lender .hall be entitled to
racover .uch sum aa tha court may adJudge reasonabla as attornays' fees at trial and upon any appeal. Whethar or not .ny court action Is
Involved, and to the extent not prohibited by Jaw, all reasonable expenses Lender incurs th8t In Lender's opinion are necessary 8t any time
for the protaction of its interest or the .nforcement of its rights ah.II become. p.rt 01 the Indebtadness payable on demand snd .hall 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 applicebl.,·løw, Lender's reasonable attorneys' fees and lender's legal expenses whether or not th8~8 Is
a lawsuit, Including rea.onable attornays' faes and expans.s for b.nkruptcy proceedings !Including efforts to modify or vacate any
automatic stay or Injunction), appeals, and .ny .ntlcip.ted post-judgment collaction servic.., the cost of aearchlng racord., obtaining tltla
reports !Including loraclosura reports}, surveyors' r.ports. and appraisal fees, title in.uranca, and fees lor the Trustee. to the a.tant
permitted by applicable law. Grantor also will pay any court cost., in addition to all other sum. provided by law.
MISCELLANEOUS PROVISIONS. The following ml.cellaneous provisions are a part of this As.ignment:
Loan No: 124584
ASSIGNMENT OF RENTS
(Continued)
000806
Page 3
Am.ndments. This Assignment, together with any Related Documents, constitutes the .ntire understanding and agr.ement of the p.rties
as to the matters set forth in this Assignment. No alteration of or amendment to this Assignment shall be effective unless given In writing
.nd signad by tho p.rty or p.rti.. sought to be ch.rged or bound by the .Iter.tion or emendment. -
Caption H.adlngs. Ceptlon heading. In thl. A..ignment are for convenience purposes only and are not to be used to interpret or define the
provisions of this Assignment.
Governing Lsw. This Assignment will-be governed by feder.llew appllc.bla to Lander and. to tho .xtent not preempted by feder.llew. the
I.ws of the State of Wyoming without regard to Its conmcts of law provision.. This A88lgnment has baen acceptad by Lender In the State
of Wyoming.
Choice of Venue. If there Is a lawsuit, Gr.ntor .grees upon L.nder's request to .ubmit to the jurisdiction of the courts of Lincoln County.
St.te of Wyoming.
Merger. There shall be no merger of the Interest or est.te creatad by thl. ...ignment with any other inter.st or estate In the Property at
.ny time held by or for the benefit of Lender In any capacity. without the written consent of Lender.
Intarpret.tlon. It) In.1I cases wh.re ther. is more than one Borrower or Gr.ntor, th.n .11 words us.d in this A..lgnment In tho .Inguler
.h.1I be d..med to hav. been u.ed In the plural where tho cont..t and construction .0 require. (21 If more than one per.on signs thl.
Assignmen.t a. "Grantor," the obllgetiona of e.ch Grantor .r.¡oint .nd .everal. This means that If Lend.r brings S I.wsuit, Lender may .ue
anyone or more of the Grantor.. It Borrower and Grantor are not the samB person. Lender need not sue Borrower first, end that Borrower
need not be joined in any lawsuit. 13) The names given to paragraphs or sections In this Assignment are for convenience purposes only.
Th.y are not to b. used to interpret or define tha provisions of this Assignment.
No Waiver by Lender. Lender shall not be deemed to h.ve waived any rights under this As.ignment unle.s .uch waiver is given in writing
and .Igned by Lender. No del.y or omiaaion on the part of Lender in e.ercising any right .hall operate as a waiver of such right or any
other right. A waiver by Lender of a provi.lon of this A.signment .h.1I not prejudice or constitut. . waiver of Lender's right otherwise to
demand strict compliance with that provision or any other provision of this Assignment. 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
tr.ns.ctions. Whenever the cons.nt of Lender is raqulred under thi. Asalgnment, the gr.nting of .uch consent by L.nder In .ny inst.nce
shall not constitute continuing consent to sub.equent instancas where such consent i. r.quired and In .11 c.s.s .uch cons.nt may be'
gr.nted or withh.ld In tho sole di.cretion of Lender.
Notice.. Any notice required to be given under this As.ignment sh.1I be given In writing, .nd shsll be effective when .ctually delivered,
when actually received by telefacslmile (unl.as otherwise required by law), when deposited with. nation.lly recogniz.d ov.rnight courier,
or. if mailed. when depo.ited in the United Stat.. mail, .s first class, cartifled or registered mail po.tage prepaid, direct.d to the addr...e.
shown near the b.glnnlng of thi. Assignment. Any p.rty may change its .ddre.. for notices under this Assignment by giving formal
written notice to the other partie., spacifying th.t the purpose of the notlc. i. to change the party'a .ddress. For notice purpose., Grantor
egr.es to keep Lender informed .t .11 times of Gr.ntor's current addre.s. Unleas otherwise provided or required by I.w, if there is more
than one Grantor, .ny notice given by Lender to eny Grantor i. deemed to b. notice given to all Grantors.
Powers of Attomey. The various .g.ncies .nd pow.rs of .ttorney conveyed on Lend.r under this Assignment sre granted for purposes of
security and may not be revoked by Grantor until such time .s the aame .re renounced by Lend.r.
Sav.rablllty. If. court of competent jurisdiction finds any provi.ion of this Assignment to be illegal, inv.lld, or unenforceabi. as to any
clrcumst.nce. that finding shall not make the offending provl.ion illegal, inv.lid. or unenforce.ble as to .ny other circumstance. If f...ibie,
the offending provision .hail be conslder.d modified .0 that it become. leg.I, valid .nd enforc.able. If the off.nding proviaion c.nnot be so
modifi.d, it shall be consider.d d.leted from this Assignment, Unless otherwise required by I.w, the illegality, inv.lldity. or unenforce.billty
of .ny provision of this A..lgnment .hall not .ffect the legality, validity or enforceability of .ny other provision of this Asslgnm.nt.
Successor. and AIslgns. Subjec1; 1;0 any limitations stated in this Assignment on. transfer of Grantor's intersst, this Assignment shall be
binding upon and inur. to tho benefit of the p.rties, their .uccessor. and assigns. If owner.hlp of the Property become. vested in a person
other th.n Gr.ntor. Lender. without notice to Grsntor, may deal with Gr.ntor's .ucces.or. with reference to this A.signment and the
Indebtedness by way of forbearance or extension without releasing Grantor from the obligations of this As.ignment Dr liability under the
Indebt.dne...
Tlma Is of the essance. Tim. i. of the essence In the perform.nce of this As.ignment.
W.lver of Home.tead Examptlon. Grsntor hereby releas.s and waives ail rights .nd b.nefits of the homeste.d exemption laws of the St.te
of Wyoming .s to .11 Indebtedne.s secured by this Asslgnm.nt.
Waiver of Right of Redemption. NOTWITHSTANDING ANY OF THe PROVISIONS TO THE CONTRARY CONTAINED IN THIS ASSIGNMeNT,
GRANTOR HeREBY WAIVES ANY AND ALL RIGHTS OF REDEMPTION FROM SALE UNDeR ANY ORDeR OR JUDGMENT OF
FORECLOSURE ON GRANTOR'S BeHALF AND ON BEHALF OF EACH AND eVeRY PERSON, EXCEPT JUDGMeNT CREDITORS OF
GRANTOR, ACQUIRING ANY INTEREST iN OR TITLE TO THe PRopeRTY SUBSEQUENT TO THE DATE OF THIS ASSIGNMeNT.
DEFINiTIONS. The following caplt.llzed word. and terma sh.1I h.ve the following meanings when u.ed In this Assignment. Unless apeclflcally
stat.d to tho contrary, all reference a to doll.r amounts ahall mean amounts In i.wful money of the United State. of Americ.. Words .nd terms
us.d in tho slngui.r ah.iI Include the plur.I, .nd the plur.1 .h.1I include the singul.r. as the context m.y require. Words and terms not otherwi.e
defin.d in thi. Assignment shall h.ve tho meanings .ttributed to such terms In the Uniform Commercial Code:
A.sl9nment. The word" A.slgnment" means this ASSIGNMENT OF RENTS, a. this ASSIGNMENT OF ReNTS m.y be .mend.d or modified
from tlm. to tim., together with all-e.hibits and schedules attached to thl. ASSIGNMENT OF ReNTS from time to tima.
Borrower. The word "Borrow.r" me.ns Lower V.iI.y LLC, a Wyoming limited liability company.
Dafault. The word "Default' m.ans the Default .et forth in this Assignment in the section titled "Default".
Evsnt of Default. The words "Event of D.fault" mean any of the .vents 01 d.f.ult .et forth in this As.lgnment in the def.ult .ection of this
Assignment.
Grantor. The word "Gr.ntor" mean. Lower V.lley LLC, a Wyoming limited liability company.
Guarantor. The word "Guarantor" means any Querentor, Burety, or accommodation party of any or all of the Indebtedness.
Guaranty. The word "Guarenty" means the gu.r.nty from Gu.r.ntor to L.nder, Including without limit.tion a guar.nty of all or part of tho
Note.
Indebtedna88. The word "Indebtedneas" m.ans ail princip.I, interest. snd oth.r amounts, cost. .nd e.pen.es pay.ble und.r the Not. or
Related Documents. together with all renewals of, extensions of, modifications of, consolidations of and substitutions for the Note or
Relsted Documents .nd .ny .mount. expended or .dvanced by Lend.r to diach.rg. Gr.ntor'. obllg.tion. or expense. Incurred by Lender to
.nforce Grantor's obligations under this Assignment, together with Int.re.t on such .mounts as provid.d In this A..ignment.
Lease. The word 'Lease" means the ieese of the Property datad J.nuary 1, 2009, between Landlord, .s defined in Rel.ted- Documents,
and Grantor.
Lender. Th. word "Lander" means .Bank of J.ck.on Hole, it. aucce.sor. .nd a..lgns.
Note. The word "Note" me.ns the promls.ory note dated April 15. 2009, in the original prlnçipal amount of .1.325.000.00
from Grantor to Lender, together with all ren.wal. of, ..t.nslons of, modlflcatlona of, refinancings of. consolldatlona of, and aubstitutions
for the promissory note or agreement.
Property. The word "Property" me.ns .11 of Grantor'. right, title .nd Intere.t in and to .11 the Property as de.crlbed in the "A..lgnment"
section of this Assignment.
Related Documents. The words "'Related Documents" mean all promissory notes. credit agreements. loan agreements. environmental
.gre.ments. guar.ntles, security agre.ments, mortgsges. deeds of tru.t, .ecurity d.eds, coll.t.ral mortg.ges, and all other In.trument.,
agreements and documents, vvhether now or hereafter existing, executed In connection with the Indebtedness.
Rents. The word "Rents" means all of Grantor's present and future rights, title and Interest in, to and under any and all present and future
le.ses, Including, without limitation, all rents, revenue, income. I.sue., royalties, bonu.e.. accounts rec.iv.ble, c.sh or s.curity- depo.lts,
advance rentals. profits and proceeds from the Property, and other p.ym.nts and benefits derived or to be derived from such I.aae. of
Loan No: '124584
ASSIGNMENT OF RENTS
(Continued)
000837
Page 4
every kind and nature, whøther dUB now or later, Including without limitltion Grantor's right to enforce such Isases and to receive and
collect payment and proceeds thereunder.
THE UNDERSIGNED ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS ASSIGNMENT. AND NOT PERSONALLY BUT AS AN
AUTHORIZED SIGNER, HAS CAUSED THIS ASSIGNMENT TO BE SIGNED AND EXECUTED ON BEHALF OF GRANTOR ON APRIL 16. 2009.
GRANTOR:
LOWER VALLEY LLC, A WYOMING LIMITED LIABILITY COMPANY
6/ D ANY AMENDMENTS THeRETO. Manager of Lower Valley LLC. a Wyoming
LIMITED LIABILITY COMPANY ACKNOWLEDGMENT
State of 0 'fOM; t'\:S
County 01 L:; n c~ ~
~' --=.......~~--~.__.,..~
MARLENE FISHER --!,ìÓTARYPGBlíè1ì
COUNTY OF' STATt: OF ~
LINCOLN . WYOMHIJG ~
~~~~'=-~2J
~~............~
vAJJP-
INota~gnature)
My commission explraa: l..:.J O~ I ~
LAseR PRO Lending, Ver. 5.43.00.003 Copr. Herland Financial Solutions, Inc. 1997, 2009.
H:IHARLANDICFIILPLIG 14.FC TR-729 PR-17
All Rights Reserved.
- WY
UIUJlm NUMUER; NTL-l249B
EXHIBIT "A"
00&838
PARCEL 1:
A PORTION OF THE NW1/4 SE1/4 OF SECTION 23, T34N, R119W, 6THP.;M., LOCATED IN THE TOWN OF THAYNE,
LINCOLN COUNTY, WYOMING, BEING MORE pARTICULARLY ÖE~CRIB6,PAS FO~LOYVS: "
BEGINNING AT A POINT Ii\ THE EASTE;RLY LINE OF THAT CERtAINpAROEL'QF' LANDDESGRIBEÖIN DEED No.
615012 FROM FRANKLIN AND McGINNIS PROÞERTIES;A PARtNERSHip;,tpHUGHGARDNI;R SOEST AND
DONNA MARIE SOEST, TRUSTEES FILED FI:B. 2, 1996 IN BOOK 37.9PR AT.ÞAGE 643, SAID POINT BEING 879.67
FEET EAST AND 635.97 FEET S7"28'21"E FROM THE KNOWL TON'S MONUMENT MARKING THE GENTER
QUARTER CORNE~ OF SAID SECTION 23; .
THENCE S7°22'07"E 65.01 FEET;
THENCE S7°25'45"E 191.65 FEET; . .
THENCE S63°36'54"W 422.605 FEET, MOREÒR. LESS TO THE SÒUTHEA$JCQRNER QF VICTOR W. ARYCHUK
AND WALDIRAUT ARYCHUK, HUSBAND ANö WIFE ÞROPERL YGÔNVEYED<SY DEEbNo. 631491 FILED IN BOOK
392PR AT PAGE 540; .
THENCE NORTH, ALONG THE WEST LINE OF SAID ARYCHVK PRQP.ERTY, 172.08 FEET TOTHE BEGINNING OF
A CURVE CONCAVE; TO THE NORtHWEST HAVING A,. RADIUSÖí7:Jðo F6E;T¡
THENCE RUNNING ALONG SAID CURVE THROUGHANA~C[jISt!\NþE;Ö#.187;b37'FEET;
THENCE RUNNING N85°24'05"E 249.17 FEET 'f0 THË ÞOINT ÖFBEGINNING,
PARCEL 1A:
TOGETHER WITH AND SUBJECT ro AND RESERVING UNTÖ GRANTÒFt;A NÖN-ÈX.CLUSIVE EASEMENT FOR
INGRESS, EGRESS At'-JD UTILITIES, 30-FEET WIDE, LYING 15 FËETNORTPiËRL Y AND SOUTHERLY OF THE
NORTH LINE OF THE ABOVE DESCRIBED PROPERTY SAID LINE SÞECIFICALL Y DESCRIBED'AS N85024'05"E
249.17 FEET. .
PARCEL1B
TOGETHER WITH AND RESERVING UNTO GR.ANTOR, A NON-EXCLUSIVE EASEMENT AND RIGHT-OF-WAY
KNOWN AS THE THAYNE VILLAGE cENTER RIGHT-OF~.WAY (VILLð$E~M'5WAY):. Aeb FOOT WIDE
RIGHT-OF-WAY, 30 FEETONEACH SidE OF THEt=oLLOWING.t)8sÖ~iëS.Ð CENTËRUNçANl:;>lS AÞORTION OF
THE NW1/4 SE1/4 OF SËCTION 23, T34N, R119W, 6TH P.M. LocAi'èD.If. i1HE tòvVN bF tHAYNE, LINCOLN
COUNTY, WYOMING AND MORE PARTICULARLY DE$CRIBED AS FOLLOWS:
BEGINNING AT A POINT ON THE EA$T RIW LINE OF U.S. 89 AT STATION140H43~24AS SHOWN ON SHEET #5
OF THE WYOMING HWY. PROJECT 010-3(62) 8. Q10(67) WHICH is 104.SØ FÊET S25õ22'12"Ë (ééiUALS
S23°59'06.4"E BEARING SH9WN ONHWY PLANS) FROM HIGHWÀY'RtW MO/lliJMËNl'FÖUND AT STATION PC
1412+48.58 IN SAID RIW LINE; SAlb POINT ALSO BEING.86Üj1FEt~TSi8~ád~J12"EÞROMTHEBLM TYPE
MONUMENT FOUND MARKING COON, KING AND KNÖWL toN:S lLdGWr,ÖÑ FÔRTH~ CENTER QUARTER
CORNER OF SAID SECTION 23; .' . . . .
THENCE N64°37'48"E 24.13 FEET TO THE PC OF A 130-FOOT RADiuS CURVE TO THE RIGHT (A=20038'28",
T=23.67", LC=46.56'); . . .
THENCE 46.833 FEET ALONG SAID CURVE TO THE PT; .
THENCE N85°16'16" E 93.54 FEET TO THE PC OF A 130-FOOT RADIUS CURVE TO THE LEFT (A=B5°16'16",
T=119.69', LC=176.11');
THENCE 193.474 FEET ALONG SAID CURVE TO THE PT;
THENCE NORTH 560.33 FEET TO A POINT ON THE SOUTH RlWl;.INEdF PÄNASTRì:ET, SAID POINT BEING
LOCATED 40 FEET SOUTH AND 691,84 FEET EAST FROM THE AFÖRÊMENT/ONEP CENTER OF SECTION 23
MONUMENT, AND FURTHER RESERVING UNTO THE GRANTOR THE RIGHT TO CONVEY THE PROPERTY
SUBJECT TO THIS EASEMENT BY GIFT OR OTHERWISE FOR THE PURPÖSEOF HAVING SAID RIGHT-OF-WAY
EST ABlISHEO AS A PUBLICLY DEDICATED $TREET AND ExCL.ypì~OA~Q ~~$ERVINGUNtOGRANTOR THE
RIGHT TO CONNECT OR ALLOW THE CONNECTION OF OR PROHIBITTHìtcONNEéTIQN OF UTII.ITIES FOUND
WITHIN THE SAID THAYNE VILLAGE CENTER RIGHT.OF-WAY TO MAINS d~ LlNESWH/CH MAY PROVIDE
UTILITY SERVICES TO THE PROPERTY WHICH IS THE SUBJECT ÒF THIS bEED
^LT^ Commiunenl (6117/06)
stewart·
Œ__._
-2~1\)'~ 1 ¿: 41 P~I
EXHIBIT "B"
LEASE
00&839
THIS LEASE made January 1, 2009, between Lower Valley LLC, ø Wyoming Limited
Liability Company, of Thayne, Llnooln County, Wyoming (mailing addre88: P.O. Box 890, .
Thayne, WY 83127) ("Le8sor"), and Valley Market, Inc., 8 Wyoming corporation, of Thayne,
Lincoln County, Wyoming (''Valley Markel") (meiling addresá: P.O. Box 890, Thayne, WY
83127) ("Tanant"),
WITNESSETH:
That the Lellor hereby leales 10 the Tenant, and the Tenant hereby hlrea and takes
from the Lellor that certain real property known as the Vaney Market building and property
located at 118 Pelerson Parkway, Thayne, Lincoln County, Wyoming 83127.
USE
TO BE USED and occupied by the Valley Market for a retail establl8hment and, without
limitation, for olher lawful business and commercial purposes,
TERM
For a term or five (5) year(s¡, to commence on Jenuary 1, 2009, and end on December
31, 2013, By mutual agreemenlln wrttlng, the parties may extend the leaae for aub8equent
terms of 5 year8,
THIS LEASE i8 made upon the following terms and oondltlons, whloh the Lessor and
Tenant covenant and agree to keep and perform:
RENT
The T8nant shen pay the annual rent of $240,000.00 payable in monthly Installments in
advance of $20,000,00, one each on the 11t day of every calendar month during the term.
Rent for any period of leas than one (1) month shall be apportioned. The Tenant will pay the
renl 10 Leasor at It I place or business or 10 such other person or at such other place as the
Lessor may dellgnate In writing.
Tenant ahall pay a ten percent (10%) penalty on any monthly rent 'nstallment paid mere
Ihan ten (10) days after the due date,
LESSOR'S TITLE AND ALLOWABLE USE
The Le880r covenants a. a condition of the Leaee that It has good marketable title to the
premise. and the right to make this Lle.e for the term; that It will deliver po....slon of the
preml.es to the Tenant at the commencem.nt of the term; and that the premises mey be
lawfully used by the Tenant for the us., hereinabove expressed.
000840
By entering Into and oocupying the demised pr.mi.... Tenant shall be deemed to
acknowledge that the deml.ed premlae. are in good order and repair.
BUILDING AND EQUIPMENT
The Tenant agree. that the premises, buildIng and all equipment are In good repair and
condition; and during the term hereof Tenant shall keep In good order and repilr the premia...
, building and equipment. Tenant I. r..pon.lble to maintain Its own equipment, mlohlnery,
ahelving end eny other personal property on the premlaes during the term of the leIse,
SERVICES
Tenant I' re.pon.lbl. to prooure and psy for all utllllles snd .ervicIs it desire. to have
on the pr.mlses while leasing them.
REMOVAL OF GOODS AND TENANT REPAIRS
At the expiration of the term, the Tenant will remove Its good. Ind effects (except IS
elsewhere provided herein) and will peec.ebly yield up to the LelSor the premises In .s good
order and condition aa when deiivered to it, excepting ordinary we.r .nd tear, repalrl required
to be made by the Lellor, damage by fire, the elements or cesualty.
The Tenant will repair all damage or Injury to the premlaea. fixtures, appurtenances and
equipment, or to the building ceused by the Tenant'e Installallon or removal of Improvements or
nxturea, furnIture or other personal property, or resulting from the intentional, negligent, or any
other aotl of Tenant, III ..rvanta, employees, agents or visitora.
I MPFWVEMENTS AND ALTERATIONS
The Tenlnt may place fixtures (Including lighting fixtures), personal property, machinery,
equipment and the like, In the preml.es and may'make such Improvements and alterations In
the Interior thereof 8S It may d.. ire at Itl own expense with the prior written consent of the
Lellor. Such things made or Installed by Tenant ¡hili remain the property of the Tenan!, and
2
....... ·1_· -- J .1 ._;¿ I::' \0 ':J l;¿: q;,¿ -' n
óOû84j.
In case of damage or destruction thereto by fire or oth~r causel, the Tenant shall have the right
to recover as lis own lOll from any insurance company with which It has Insured the aame, or
to claim an award in the event of condemnation, notwithstanding that any of luch things might
be considered I part of the premises. The Tenant may remove all or any of such things st any
time during the term, arid must remove them In whole atthe end or other expiration of the term.
The Tenant shall, at Its expense, repair and maintain all Improvements or personal
property placed on the premises by Tenant.
INSPECTION
The Lessor shall have the right al all reasonable times to enter the premises to Inspeat
the same and to make repairs or replacements as required by this Le..e or a. may be
nece88ary; provided, however, that Lellor shell us. all reasonable effort not to disturb the
Tenant's use and occupancy,
CASUAL TV AND INSURANCE
In the event thet the premlles or the building are destroyed or damaged by fire,
8erthquake, explosion, flood, wfndstorm, casualty or other cause to such degree that the
Tenant I. unable to continue its normal buslnels, within a period of thirty (30) days thereafter,
the Tenant shall have the option to declare this Lease terminated a8 of the date of such
damage or destruction by giving wrttten·notlce to such effect to the Lessor, and the rent shall be
apportioned as of suoh date and all prepaid rent shall forthwith be repaid. In the event Tenant
does not exercls. this option, the Lessor may, at ¡Its own election and expen.., al ap.edlly a.
clrcum.tances permit, perform such rebuilding anf'J repalr8 as may be necessary to restore the
premises snd building to its former condition. There shall be a pro rata abatement of rent from
the date of 8uch damage until 8uch restorallon Is completed, to the extent that and for the
pertod thai the premises are untensntable, The Lessor's election nol to restore the premlse8
shall terminate this Lease a. of the dilte of such destruction or damage.
The Lessor 8hall maintain insurance covering the building and premises against 1088 or
damage by fire find the perll8 specified in the standard extended ooverage endorsement, the
premium tor which Tenant shall pay. Tho Tanent shall. be relponslble to Insure Its
improvements or personal property on the premises and to carry any other Inaurance the
Tenant desire to have,
3
SIGNS
No ligna may be placed on the building or premises without the Lessor's prior consenl,
such conllnl not 10 be unreasonably withheld or denied,
Ü00842
LIABILITY
Tenant shall, at Its Own e)Cpense, al all times during the term of this Lease, maintain in
force a policy or policies of Insurance, written by one or more responsible Insurance eamers
approved by Leelor, which will insure Lessor against liability for Injury to or death of pereons or
loss or damagEÌ to property oocurrlng in or about the '.ased premises. Th. liability under such
Insurance ehall not be le81 than $ ~ ðOð I Oò:). for anyone pereon killed or injured,
$ ~ ð1Q,. ðaO II for anyone accident, and $ .3'1'i t'YY"1 . for property
damage. Tenant agrees 10 defend and hold Lessor harmless from any liability from anylnJurtes
or damage whloh occurs on the leased premises except those oaused by Lessor or Its agents.
PARKING AREAS
Tenanl shall maIntain and keep the pørklng area and surrounding grounds for the
commerolal building in good.order, commission and repair.
DEFAULT AND ABANDONMENT
If Tenant shall default in the performance of any of Its obligations and If suoh default
shall conllnul for ten (10) days after wrttten nollc. Ihlreof by Lessor to th !l Tenant, or If the
Tenant shall be adjudloated bankrupt or Insolvent aCOOrdlng to law, or shliilll make an
a88lgnmenl for the benefit of oreditors or à reoelver be appointed for any of It I aSlell, Ihen Ihe
LesBor may laWfully enter the premilel end reponel. the 8ame a8 of the former esl8te of the
Lelsor and expel the Tenant and those claiming under Ihe Tenant without being deemed guilty
of any manner of Ireepaøl and without prejudice 10 any other remedl.. whlçh the L8..or may
h.v. for artistS of rent or preceding breliiloh of oovenanl, and upon enlry as aforesaid, this
L.... 8h.1I terminale and Ih.. Tenanl oovenanls that In ca.. of 8uch lermlnallDn, it will
indemnify the Lelsor Igainsl and pay to the Lelsor all 10.. of r.nl during the re8idua of the
term, legal and rental expens~s, and all other cosls which the Lessor may Incur by reason of
such termination, Ir the Les80r def.ults in Performance or observance of any provision of thIs
. L8881, and If such def.ult shall nol be cured by Lessor wllhln len (10) dsys aft.r the dlllvery of
written nollce, th. Tenant, al any lime after the explrotlon of 8uch len (10) day period may
hmnlnala Ihle L..le.
Ten claYI' phYlic81 absenoe by Tensnt with rent being unpaid, or r.movsl of Ihe
substantial portion or Tenant's penlonal property with rent being paid, and, in ellher case,
4
H I I~'- L. J. -- L U ~'::';' J...(.: ~ ~ ,... n
OOD843
reason to believe Tenant has vacated the premises with no intent to return shall be conclusively
deemed to be an abandonment of the premilea by TOnlant. In such event, and In addition to
L18sor's remedies set forth above, Lessor may, but need not. enter the premises ·and set as .
Tenant's agent to perform nflcesBBry repølrs and to relet the premIses. Tenant shall be
conclusively de.med to have abandoned any personal property remaining In the preml.e. and
Tenant'1 title thereto shall thereby pan under this Leass as a bill of s91e to Lellor without
additional payment or credit by Lessor to Tenant. Lessor may sell any personal property so
received, applying the proceeds to Tenant's obligations to lessor and accounting to Tenant in
writing.
HOLDOVER
If the Tenant remalna In the premises beyond the expiration of this Lease, such holding
over in itself shall notoonstltute It renewal or extension of this Lease, but In such event, a
tenanoy from month to month ahall arise at the SlIme monthly rent.
NOTICES
Any notice or demand by Tensnt to Lessor shsll be served personally or by regular mail
addre8led to the lelSor at itl addre8B lilted on Page 1, until otherwise directed in writing by
the Lelsor, and any notloe or demand by leasor to Tenant shall be served personally or by
regulsr mall addresled to the Tenant at It. addre.. listed on Page 1, until otherwise directed In
writing by the Tenant.
ASSIGNMENT
Tenant may alS/gn this Lease or sublet all or any part of the premlae. only wUh the prior
written conllent of the Lellor, exc.pt that any eXi'ling sublea8e8 such 81 the pharmacy may be
continued. In any such event, the Tenant shall remain responllble for the faIthful performance
of all of the covenants, terms and conditions hereof on the Tenant's part to be performed.
Lesaor may .ell the prem/eee at any time lubject to this Lease,
QUIET ENJOYMENT
Tenant, on paying the rent and performing the covenants of this lease on It I part to be
performed, may peaoeably and quietly have, hold and enjoy the demised premlllee for the term
of this Lease.
ATTORNEY'S FEES
Should any litigation be commenced between the partIe I hereto conoerning the
property, this agreement, or the rlghtB and duties of eIther In relation thereto, the perty, the
s
ûO\ì844
Lessor or Tenant, prevailing In such litigation .hall be entitled, in addition to such other relief .s
may be granted, to a reasonable sum .s and for Its attorney'. fees In such litigation which IIhall
be determined by the court In luoh litigation or In a separate aotlon brought for that purpole.
TAXES
The Tenant shall pay all real estate taxes, assessments and other governmental
chargee which Ihell be levied or assessed or which become liens upon the premlsès, land or
building during the term.
BINDING AGREEMENT
Thll I.al. shall bind and Inure to the benefit of the parties hereto and Ita respective
. succeSSOI'l Ind ..signs, This L.lle contains the entire agreement of the partIes .nd may not
be modlßed except by an instrument In writing slgn.d by both parties to the Lease.
TIME OF THE ESSENCE
Tim. if of the 8111.n08 of this agreement.
IN WITNESS WHEREOF, this Instrum.nt hll been duly exeout.d by the partlee hereto
8S of the day Ind year first above wrftten.
By
v
Valley Mar1<et, Inc" renant
~
By
6