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RECORDATION REQUESTED BY:
Wells Fargo Bank, National Association
Jackson West BBG
50 Buffalo Way
MAC C7832 -020
Jackson, WY 83001
WHEN RECORDED MAIL TO:
Wells Fargo Bank, National Association
BBSG Boise Loan Ops LDI
P.O. Box 34656
San Antonio, TX 78265
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200148693577600490
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00163
RECEIVED 4/4/2012 at 3:39 PM
RECEIVING 963944
BOOK: 784 PAGE: 163
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
MORTGAGE
THIS MORTGAGE dated March 29, 2012, is made and executed between Royal Capital 3 LC, whose address is 93
CMR Lane, Etna, WY 83118 (referred to below as "Grantor and Wells Fargo Bank, National Association, whose
address is 50 Buffalo Way, MAC C7832 -020, 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 and 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:
PARCEL 1: Lot 17 of CMR Subdivision Second Filing, Lincoln County, Wyoming as described on the official
plat filed on August 3, 2007 as Instrument No. 931840 of the records of the Lincoln County Clerk.
LESS AND EXCEPTING the North 100 feet.
PARCEL 2: The North 100 feet of Lot 17 of CMR Subdivision Second Filing, Lincoln County, Wyoming as
described on the official plat filed on August 3, 2007 as Instrument No. 931840 of the records of the Lincoln
County Clerk.
The Real Property or its address is commonly known as 93 CMR Lane, Etna, WY 83118. The Real Property tax
identification number is 12- 3519- 23 -2 -00- 212.00.
CROSS COLLATERALIZATION. In addition to the Note, this Mortgage secures all obligations, debts and liabilities, plus interest thereon, of
Grantor to Lender, or any one or more of them, as well as all claims by Lender against Grantor or any one or more of them, whether now
existing or hereafter arising, whether related or unrelated to the purpose of the Note, whether voluntary or otherwise, whether due or not due,
direct or indirect, determined or undetermined, absolute or contingent, liquidated or unliquidated, whether Grantor may be liable individually or
jointly with others, whether obligated as guarantor, surety, accommodation party or otherwise, and whether recovery upon such amounts may
be or hereafter may become barred by any statute of limitations, and whether the obligation to repay such amounts may be or hereafter may
become otherwise unenforceable.
Grantor presently assigns to Lender all of Grantor's right, title, and 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:
PAYMENT AND PERFORMANCE. Except as otherwise provided in this Mortgage, Grantor 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 Mortgage.
POSSESSION AND MAINTENANCE OF THE PROPERTY. Grantor agrees 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 Prope0; (2)
use, operate or manage the Property; and (3) collect the Rents from the Property.
Duty to Maintain. Grantor shall maintain the Property in tenantable 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, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous
Substance by any person on, under, about or from the Property; (2) Grantor has no knowledge of, or reason to believe that there has
been, except as previously disclosed to and acknowledged by Lender in writing, (a) any breach or violation of any Environmental Laws,
(b) any use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance on, under,
about or from the Property by any prior owners or occupants of the Property, or (c) any actual or threatened litigation or claims of any
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kind by any person relating to such matters; and (3) Except as previously disclosed to and acknowledged by Lender in writing, (a) neither
Grantor 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 applicable 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 warranties 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, generation, manufacture, 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 satisfaction and reconveyance of the lien of this Mortgage and shall not be affected by Lender's
acquisition of any interest in the Property, whether by foreclosure or 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, clay, scoria, soil, gravel or rock products without Lender's prior
written consent.
Removal of Improvements. Grantor shall not demolish or remove any Improvements from the Real Property without Lender's prior written
consent. As a condition to the removal of any Improvements, Lender may require Grantor to make arrangements satisfactory to Lender to
replace such ,Improvements with Improvements of at least equal value.
Lender's Right to Enter. Lender and Lender's agents and representatives may enter upon the Real Property at all reasonable times to attend
to Lender's interests and to inspect the Real Property for purposes of Grantor's compliance with the terms and conditions of this Mortgage.
Compliance with Governmental Requirements. Grantor shall promptly comply with all laws, ordinances, and regulations, now or hereafter
in effect, of all governmental authorities applicable to the use or occupancy of the Property, including without limitation, the Americans
With Disabilities Act. Grantor may contest in good faith any such law, ordinance, or regulation and withhold compliance during any
proceeding, including appropriate appeals, so long as Grantor has notified Lender in writing prior to doing so and so long as, in Lender's
sole opinion, Lender's interests in the Property are not jeopardized. Lender may require Grantor to post adequate security or a surety bond,
reasonably satisfactory to Lender, to protect Lender's interest.
Duty to Protect. Grantor agrees neither to abandon or leave unattended the Property. Grantor shall do all other acts, in addition to those
acts set forth above in this section, which from the character and use of the Property are reasonably necessary to protect and preserve the
Property.
DUE ON SALE CONSENT BY LENDER. Lender may, at Lender's option, declare immediately due and payable all sums secured by this
Mortgage upon the sale or transfer, without Lender's prior written consent, of all or any part of the Real Property, or any interest in the Real
Property. A "sale or transfer" means the conveyance of Real Property or any right, title or interest in the Real Property; whether legal, beneficial
or equitable; whether voluntary or involuntary; whether by outright sale, deed, installment sale contract, land contract, contract for deed,
leasehold interest with a term greater than three (3) years, lease- option contract, or by sale, assignment, or transfer of any beneficial interest in
or to any land trust holding title to the Real Property, or by any other method of conveyance of an interest in the Real Property. If any Grantor is
a corporation, partnership or limited liability company, transfer also includes any change in ownership of more than twenty-five percent (25%) of
the voting stock, partnership interests or limited liability company interests, as the case may be, of such Grantor. However, this option shall not
be exercised by Lender if such exercise is prohibited by federal law or by Wyoming law.
TAXES AND LIENS. The following provisions relating to the taxes and liens on the Property are part of this Mortgage:
Payment. Grantor shall pay when due (and in all events prior to delinquency) all taxes, payroll taxes, special taxes, assessments, water
charges and sewer service charges levied against or on account of the Property, and shall pay when due all claims for work done on or for
services rendered or material furnished to the Property. Grantor shall maintain the Property free of any liens having 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 paragraph.
Right to Contest. Grantor may withhold payment of any tax, assessment, or claim in connection with a good faith dispute over the
obligation to pay, so long as Lender's interest in the Property is not jeopardized. If a lien arises or is filed as a result 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 a sufficient corporate surety bond or other security
satisfactory to Lender in an amount sufficient to discharge the lien plus any costs and reasonable attorneys' fees, or other charges that
could accrue as a result of a foreclosure or sale under the lien. In any contest, Grantor shall defend itself and Lender and shall satisfy any
adverse judgment before enforcement against the Property. Grantor shall name Lender as an additional obligee under any surety bond
furnished in the contest proceedings.
Evidence of Payment. Grantor shall upon demand furnish to Lender satisfactory evidence of payment of the taxes or assessments and shall
authorize the appropriate governmental official to deliver to Lender at any time a written statement of the taxes and assessments against
the Property.
Notice of Construction. Grantor shall notify Lender at least fifteen (15) days before any work is commenced, any services are furnished, or
any materials are supplied to the Property, if any mechanic's lien, materialmen's lien, or other lien could be asserted on account of the
work, services, or materials. Grantor will upon request of Lender furnish to Lender advance assurances satisfactory to Lender that Grantor
can and will pay the cost of such improvements.
PROPERTY DAMAGE INSURANCE. The following provisions relating to insuring the Property are a part of this Mortgage:
Maintenance of Insurance. Grantor shall procure and maintain policies of fire insurance with standard extended coverage endorsements on
a replacement basis for the full insurable value covering all Improvements on the Real Property in an amount sufficient to avoid application
of any coinsurance clause, and with a standard mortgagee clause in favor of Lender. Grantor shall also procure and maintain
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comprehensive general liability insurance in such coverage amounts as Lender may request with Lender being named as additional insureds
in such liability insurance policies. Additionally, Grantor shall maintain such other insurance, including but not limited to hazard, business
interruption and boiler insurance as Lender may require. Policies shall be written by such insurance companies and in such form as may be
reasonably acceptable to Lender. Grantor shall deliver to Lender certificates of coverage from each insurer containing a stipulation that
coverage will not be cancelled or diminished without a minimum of thirty (30) days' prior written notice to Lender and not containing any
disclaimer of the insurer's liability for failure to give such notice. Each insurance policy also shall include an endorsement providing that
coverage in favor of Lender will not be impaired in any way by any act, omission or default of Grantor or any other person. Should the Real
Property be located in an area designated by the Director of the Federal Emergency Management Agency as a special flood hazard area,
Grantor agrees to obtain and maintain Federal Flood Insurance, if available, within 45 days after notice is given by Lender that the Property
is located in a special flood hazard area, for the full unpaid principal balance of the loan and any prior liens on the property securing the
loan, up to the maximum policy limits set under the National Flood Insurance Program, or as otherwise required by Lender, and to maintain
such insurance for the term of the loan.
Application of Proceeds. Grantor shall promptly notify Lender of any Toss or damage to the Property. Lender may make proof of loss if
Grantor fails to do so within fifteen (15) days of the casualty. Whether or not Lender's security is impaired, Lender may, at Lender's
election, receive and retain the proceeds 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 damaged or destroyed Improvements in a manner satisfactory to Lender. Lender shall, upon satisfactory proof of
such expenditure, pay or reimburse Grantor from the proceeds for the reasonable cost of repair or restoration if Grantor is not in default
under this Mortgage. Any proceeds which have not been disbursed within 180 days after their receipt and which Lender has not
committed to the repair or restoration of the Property shall be used first to pay any amount owing to Lender under this Mortgage, then to
pay accrued interest, and the remainder, if any, shall be applied to the principal balance of the Indebtedness. If Lender holds any proceeds
after payment in full of the Indebtedness, such proceeds shall be paid to Grantor as Grantor's interests may appear.
Grantor's Report on Insurance. Upon request of Lender, however not more than once a year, Grantor shall furnish to Lender a report on
each existing policy of insurance showing: (1) the name of the insurer; (2) the risks insured; (3) the amount of the policy; (4) the
property insured, the then current replacement value of such property, and the manner of determining that value; and (5) the expiration
date of the policy. Grantor shall, upon request of Lender, have an independent appraiser satisfactory to Lender determine the cash value
replacement cost of the Property.
LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's interest in the Property or if Grantor
fails to comply with any provision of this Mortgage or any Related Documents, including but not limited to Grantor's failure to discharge or pay
when due any amounts Grantor is required to discharge or pay under this Mortgage or any Related Documents, Lender on Grantor's behalf may
(but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging or paying all taxes, liens,
security interests, encumbrances and other claims, at any time levied or placed on the Property and paying all costs for insuring, maintaining and
preserving the Property. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the
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 added to the balance of the Note and be apportioned among and be payable
with any installment payments to become due during either (1) the term of any applicable insurance policy; or (2) the remaining term of the
Note; or (C) be treated as a balloon payment which will be due and payable at the Note's maturity. The Mortgage also will secure payment of
these amounts. Such right shall be in addition to all 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 warrants 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 any title insurance policy, title report, or final title opinion
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 warrants 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, Grantor shall defend the action at Grantor's expense. Grantor may be the nominal 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, and
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 warrants that the Property and Grantor's use of the Property complies with all existing applicable laws,
ordinances, and regulations of govemmental 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 part 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 party 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 cause 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 all or any 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 mean the award after 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 govemmental 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
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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 taxes 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 Mortgage; (3) a tax on this type of Mortgage chargeable 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 and 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 and 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 default, Grantor shall assemble any Personal Property not
affixed to the Property in a manner and at a place reasonably 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 appropriate, any and all such mortgages,
deeds of trust, security deeds, security agreements, financing statements, continuation statements, instruments of further assurance,
certificates, and other documents as may, in the sole opinion of Lender, be necessary or desirable in order to effectuate, complete, perfect,
continue, or preserve (1) Grantor's obligations under the Note, this Mortgage, and the Related Documents, and (2) the liens and
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 law 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 so 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 law, any reasonable termination fee as determined by Lender from time to time.
EVENTS OF DEFAULT. Each of the following, at Lender's option, shall 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.
Environmental Default. Failure of any party to comply with or perform when due any term, obligation, covenant or condition contained in
any environmental agreement executed in connection with the Property.
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 any 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 agreement, in favor of any other creditor or person that may materially affect any of Grantor's property or
Grantor's ability to repay the Indebtedness or Grantor's ability to perform Grantor's obligations under this Mortgage or any of the Related
Documents.
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
collateral document to create 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 made), any member withdraws from the
limited liability company, or any other termination of Grantor's existence as a going business or the death of any member, the insolvency of
Grantor, the appointment of a receiver for any part of Grantor's property, any assignment for the benefit of creditors, any type of creditor
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workout, or the commencement of any proceeding under any 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 govemmental agency against any property securing the
Indebtedness. This includes a garnishment of any of Grantor's accounts, including deposit accounts, with Lender. However, this Event of
Default shall not apply if there is a good faith dispute by Grantor as to the validity or reasonableness 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 an
adequate reserve or bond for the dispute.
Breach of Other Agreement. Any breach by Grantor under the terms of any other agreement between Grantor and Lender that is not
remedied within any grace period provided therein, including without limitation any agreement concerning any indebtedness or other
obligation of Grantor to Lender, whether existing now or later.
Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any
Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness.
Adverse Change. A material adverse change occurs in Grantor's financial condition, or Lender believes the prospect of payment or
performance of the Indebtedness is impaired.
Insecurity. Lender in good faith believes itself insecure.
RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of an Event of Default and at any time thereafter, Lender, at Lender's option, may
exercise any one or more of the following rights and remedies, in addition to any other rights or remedies provided by law:
Accelerate Indebtedness. Lender shall have the right at its option without notice to Grantor to declare the entire Indebtedness immediately
due and payable, including any prepayment penalty that Grantor would be required to pay.
UCC Remedies. With respect to all or any part of the Personal Property, Lender shall have all the rights and remedies of a secured party
under the Uniform Commercial Code.
Collect Rents. Lender shall have the right, without notice to Grantor, to take possession of the Property, including during the pendency of
foreclosure, whether judicial or non judicial, and collect the Rents, including amounts past due and unpaid, and apply the net proceeds, over
and above Lender's costs, against the Indebtedness. In furtherance of this right, Lender may require any tenant or other user of the
Property to make payments of rent or use fees directly to Lender. If the Rents are collected by Lender, then Grantor irrevocably designates
Lender as Grantor's attorney -in -fact to endorse instruments received in payment thereof in the name of Grantor and to negotiate the same
and collect the proceeds. Payments by tenants or other users to Lender in response to Lender's demand shall satisfy the obligations for
which the payments are made, whether or not any proper grounds for the demand existed. Lender may exercise its rights under this
subparagraph either in person, by agent, or through a receiver.
Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of the Property, with the
power to protect and preserve the Property, to operate the Property preceding foreclosure or sale, and to collect the Rents from the
Property and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver may serve without
bond if permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Property
exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver.
Judicial Foreclosure. Lender may obtain a judicial decree foreclosing Grantor's interest in all or any part of the Property.
Nonjudicial Sale. Lender may foreclose Grantor's interest in all or in any part of the Property by non judicial sale, and specifically by "power
of sale" or "advertisement and sale" foreclosure as provided by statute.
Deficiency Judgment. If permitted by applicable law, Lender may obtain a judgment for any deficiency remaining in the Indebtedness due
to Lender after application of all amounts received from the exercise of the rights provided in this section.
Tenancy at Sufferance. If Grantor remains in possession of the Property after the Property is sold as provided above or Lender otherwise
becomes entitled to possession of the Property upon default of Grantor, Grantor shall become a tenant at sufferance of Lender or the
purchaser of the Property and shall, at Lender's option, either (1) pay a reasonable rental for the use of the Property, or (2) vacate the
Property immediately upon the demand of Lender.
Other Remedies. Lender shall have all other rights and remedies provided in this Mortgage or the Note or available at law or in equity.
Sale of the Property. To the extent permitted by applicable law, Grantor hereby waives any and all right to have the Property marshalled.
In exercising its rights and remedies, Lender shall be free to sell all or any part of the Property together or separately, in one sale or by
separate sales. Lender shall be entitled to bid at any public sale on all or any portion of the Property.
Notice of Sale. Lender shall give Grantor reasonable notice of the time and place of any public sale of the Personal Property or of the time
after which any private sale or other intended disposition of the Personal Property is to be made. Reasonable notice shall mean notice
given at least ten (10) days before the time of the sale or disposition. Any sale of the Personal Property may be made in conjunction with
any sale of the Real Property.
Election of Remedies. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make
expenditures or to take action to perform an obligation of Grantor under this Mortgage, after Grantor's failure to perform, shall not affect
Lender's right to declare a default and exercise its remedies. Nothing under this Mortgage or otherwise shall be construed so as to limit or
restrict the rights and remedies available to Lender following an Event of Default, or in any way to limit or restrict the rights and ability of
Lender to proceed directly against Grantor and /or against any other co- maker, guarantor, surety or endorser and /or to proceed against any
other collateral directly or indirectly securing the Indebtedness.
Attorneys' Fees; Expenses. If Lender institutes any suit or action to enforce any of the terms of this Mortgage, Lender shall be entitled to
recover such sum as the court may adjudge reasonable as attorneys' fees at trial and upon any appeal. Whether or not any court action is
involved, and to the extent not prohibited by law, all reasonable expenses Lender incurs that in Lender's opinion are necessary at any time
for the protection of its interest or the enforcement of its rights shall become a 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 reasonable attorneys' fees and Lender's legal expenses whether or not there is
a lawsuit, including reasonable attorneys' fees and expenses for bankruptcy proceedings (including efforts to modify or vacate any
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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 any notice of default and any notice of sale shall be
given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when
deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or
registered mail postage prepaid, directed to the addresses shown near the beginning of this 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 may change its address for notices under this Mortgage by giving formal written notice to the other parties, specifying that the
purpose of the notice is to change the party's address. For notice purposes, Grantor agrees to keep Lender informed at all times of Grantor's
current address. Unless otherwise provided or required by law, if there is more than one Grantor, any notice given by Lender to any Grantor is
deemed to be notice given to all Grantors.
CONSENT TO SELL LOAN. The parties hereto agree: (a) Lender may sell or transfer all or part of this loan to one or more purchasers, whether
related or unrelated to Lender; (b) Lender may provide to any purchaser, or potential purchaser, any information or knowledge Lender may have
about the parties or about any other matter relating to this loan obligation, and the parties waive any rights to privacy it may have with respect
to such matters; (c) the purchaser of a loan will be considered its absolute owner and will have all the rights granted under the loan documents
or agreements governing the sale of the loan; and (d) the purchaser of a loan may enforce its interests irrespective of any claims or defenses
that the parties may have against Lender.
FACSIMILE AND COUNTERPART. This document may be signed in any number of separate copies, each of which shall be effective as an
original, but all of which taken together shall constitute a single document. An electronic transmission or other facsimile of this document or
any related document shall be deemed an original and shall be admissible as evidence of the document and the signer's execution.
DEFINITION OF INDEBTEDNESS. The definition of "Indebtedness" herein includes, without limitation, all liability of Borrower or other party
having it's obligations to Lender secured by this Mortgage, whether liquidated or unliquidated, defined, contingent, conditional or of any other
nature whatsoever, and performance of all other obligations, arising under any swap, derivative, foreign exchange or hedge transaction or
arrangement (or other similar transaction or arrangement howsoever described or defined) at any time entered into with Lender in connection
with the Note.
ENCUMBRANCES. Grantor /Mortgagor/Trustor shall not, without Lender's consent, mortgage, assign, grant a lien upon or security interest in, or
otherwise encumber the Property or any interest in the Property, or allow such a lien or security interest to exist or arise, whether voluntarily,
involuntarily or by operation of law, except for liens and security interests in favor of Lender, or property taxes attributable to the Property which
are not past due.
APPRAISALS, FEES AND EXPENSES. Grantor agrees that Lender may obtain appraisals and reappraisals and perform property evaluations and
appraisal reviews of the Real Property when required by the regulations of the Federal Reserve Board or the Office of the Comptroller of the
Currency, or any other regulatory agency, or at such other times as Lender may reasonably require. Appraisals shall be performed by an
independent third party appraiser selected by Lender; property evaluations and appraisal reviews may be performed by third party appraisers or
appraisers and staff of Lender. The fees, expenses and other cost of such appraisals, reappraisals, property evaluations and appraisal reviews
shall be paid by Grantor. In addition, Grantor shall be responsible for payment of all fees and expenses of Lender and third parties relating to
inspecting the Real Property, environmental review, title policies and endorsements (or title searches, abstracts of title or legal opinions of title
where applicable), and monitoring the payment of property taxes, and any governmental taxes, fees and recording costs relating to this
mortgage.
LEASES AND RENTS. Grantor/Trustor /Mortgagor presently assigns to Lender all of Grantor/Trustor /Mortgagor's right, title and interest in and to
all present and future leases of the Property and all rents from the Property. This Assignment of Rents is given to secure (A) Payment of the
Indebtedness and (B) Performance of any and all obligations under the Note and Mortgage /Deed of Trust. Grantor/Trustor /Mortgagor's present
assignment to Lender hereunder is of all present and future leases includes all leases, licenses, rental agreements and other agreements of any
kind relating to the use or occupancy of any of the Property, together with all guarantees of and security for any tenant's performance, and all
extensions, renewals and modifications thereto (as used in this paragraph, each, a "Lease" and collectively, the "Leases together with any
and all Rents from the Property. This assignment shall not impose upon Lender any duty to produce Rents, nor cause Lender to be a
"mortgagee in possession," or responsible for performing any of the obligations of the lessor under any Lease. Lender confers upon
Grantor/Trustor /Mortgagor a license to collect and retain the Rents as they come due, until the occurrence of any Event of Default, at which
time the license shall be automatically revoked, and Lender, or its designated agent may, at its option and without notice, make, cancel, enforce
or modify any Lease or Rents, collect Rents and do any acts which Lender deems proper to protect the security hereof or exercise any other
right or remedy hereunder. Grantor/Trustor /Mortgagor represents and warrants that there exists no material default under present Leases and
that those Leases are in full force and effect. Lender, at its option and without notice, may notify any tenant of this assignment of the Leases
and Rents. Grantor/Trustor /Mortgagor agrees, at its expense, (i) to comply with and enforce all the terms and conditions under each Lease, and
defend in any action in connection with any Lease; (ii) not to modify any Lease in any material respect, nor accept surrender under or terminate
the term of any Lease, nor waive or release any tenant under any Lease; (iii) not to anticipate the Rents under any Lease; and (iv) to give
prompt notice to Lender of any default by any tenant under any Lease, and of any notice of default on the part of Grantor/Trustor /Mortgagor
under any Lease received from a tenant. Should Grantor/Trustor /Mortgagor fail to do any act required to be done by Grantor/Trustor /Mortgagor
hereunder, then Lender, at its option and without notice, may make or do the same in such manner and to such extent as Lender deems
necessary to protect the security hereof. GrantorfTrustor /Mortgagor agrees to pay to Lender immediately upon demand all sums expended
under the authority hereof, including reasonable attorneys' fees, together with interest thereon at the highest rate per annum payable under any
Indebtedness, and the same, at Lender's option, may be added to the Indebtedness and secured hereby.
ASSOCIATION OF UNIT OWNERS. The following provisions apply if the Real Property has been submitted to unit ownership law or similar law
for the establishment of condominiums or cooperative ownership of the Real Property:
Power of Attorney. Grantor grants an irrevocable power of attorney to Lender to vote in Lender's discretion on any matter that may come before
the association of unit owners. Lender shall have the right to exercise this power of attorney only after Grantor's default; however, Lender may
decline to exercise this power as Lender sees fit.
Insurance. The insurance as required herein, may be carried by the association of unit owners on Grantor's behalf, and the proceeds of such
insurance may be paid to the association of unit owners for the purpose of repairing or reconstructing the Property. If not so used by the
association, such proceeds shall be paid to Lender.
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Default. Grantor's failure to perform any of the obligations imposed on Grantor by the declaration submitting the Real Property to unit
ownership, by the bylaws of the association of unit owners, or by any rules or regulations thereunder, shall be an event of default under this
Mortgage. If Grantor's interest in the Real Property is a leasehold interest and such property has been submitted to unit ownership, any failure
by Grantor to perform any of the obligations imposed on Grantor by the lease of the Real Property from its owner, any default under such lease
which might result in termination of the lease as it pertains to the Real Property, or any failure of Grantor as a member of an association of unit
owners to take any reasonable action within Grantor's power to prevent a default under such lease by the association of unit owners or by any
member of the association shall be an Event of Default under this Mortgage.
ARBITRATION AGREEMENT. Arbitration Binding Arbitration, Lender and each party to this agreement hereby agree, upon demand by any
party, to submit any Dispute to binding arbitration in accordance with the terms of this Arbitration Program. Arbitration may be demanded
before the institution of a judicial proceeding, or during a judicial proceeding, but not more than 60 days after service of a complaint, third party
complaint, cross claim, or any answer thereto, or any amendment to any of such pleadings. A "Dispute" shall include any dispute, claim or
controversy of any kind, whether in contract or in tort, legal or equitable, now existing or hereafter arising, relating in any way to any aspect of
this agreement, or any related agreement incorporating this Arbitration Program (the "Documents or any renewal, extension, modification or
refinancing of any indebtedness or obligation relating thereto, including without limitation, their negotiation, execution, collateralization,
administration, repayment, modification, extension, substitution, formation, inducement, enforcement, default or termination. DISPUTES
SUBMITTED TO ARBITRATION ARE NOT RESOLVED IN COURT BY A JUDGE OR JURY. TO THE EXTENT ALLOWED BY APPLICABLE LAW,
THE PARTIES IRREVOCABLY AND VOLUNTARILY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY
DISPUTE ARBITRATED PURSUANT TO THIS ARBITRATION PROGRAM.
A. Governing Rules. Any arbitration proceeding will (i) be governed by the Federal Arbitration Act (Title 9 of the United States Code),
notwithstanding any conflicting choice of law provision in any of the documents between the parties; and (ii) be conducted by the American
Arbitration Association "AAA or such other administrator as the parties shall mutually agree upon, in accordance with the AAA's commercial
dispute resolution procedures, unless the claim or counterclaim is at least $1,000,000.00 exclusive of claimed interest, arbitration fees and
costs, in which case the arbitration shall be conducted in accordance with the AAA's optional procedures for large, complex commercial
disputes (the commercial dispute resolution procedures or the optional procedures for large, complex commercial disputes are referred to herein,
as applicable, as the "Rules If there is any inconsistency between the terms hereof and the Rules, the terms and procedures set forth herein
shall control. Arbitration proceedings hereunder shall be conducted at a location mutually agreeable to the parties, or if they cannot agree, then
at a location selected by the AAA in the state of the applicable substantive law primarily goveming the Note. Any party who fails or refuses to
submit to arbitration following a demand by any other party shall bear all costs and expenses incurred by such other party in compelling
arbitration of any Dispute. Nothing contained herein shall be deemed to be a waiver by any party that is a bank of the protections afforded to it
under 12 U.S.C. Section 91 or any similar applicable state law.
B. No Waiver of Provisional Remedies. Self -Help and Foreclosure, The arbitration requirement does not limit the right of any party to (i)
foreclose against real or personal property collateral; (ii) exercise self -help remedies relating to collateral or proceeds of collateral such as setoff
or repossession; or (iii) obtain provisional or ancillary remedies such as replevin, injunctive relief, attachment or the appointment of a receiver,
before during or after the pendency of any arbitration proceeding. This exclusion does not constitute a waiver of the right or obligation of any
party to submit any Dispute to arbitration or reference hereunder, including those arising from the exercise of the actions detailed in sections (i),
(ii) and (iii) of this paragraph.
C. Arbitrator Qualifications and Powers, Any arbitration proceeding in which the amount in controversy is $5,000,000.00 or less will be
decided by a single arbitrator selected according to the Rules, and who shall not render an award of greater than $5,000,000.00. Any Dispute
in which the amount in controversy exceeds $5,000,000.00 shall be decided by majority vote of a panel of three arbitrators; provided however,
that all three arbitrators must actively participate in all hearings and deliberations. Every arbitrator must be a neutral practicing attorney or a
retired member of the state or federal judiciary, in either case with a minimum of ten years experience in the substantive law applicable to the
subject matter of the Dispute. The arbitrator will determine whether or not an issue is arbitratable and will give effect to the statutes of
limitation in determining any claim. In any arbitration proceeding the arbitrator will decide (by documents only or with a hearing at the
arbitrator's discretion) any pre- hearing motions which are similar to motions to dismiss for failure to state a claim or motions for summary
adjudication. The arbitrator shall resolve all Disputes in accordance with the applicable substantive law and may grant any remedy or relief that
a court of such state could order or grant within the scope hereof and such ancillary relief as is necessary to make effective any award. The
arbitrator shall also have the power to award recovery of all costs and fees, to impose sanctions and to take such other action as the arbitrator
deems necessary to the same extent a judge could pursuant to the Federal Rules of Civil Procedure, the applicable state rules of civil procedure,
or other applicable law. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The institution
and maintenance of an action for judicial relief or pursuit of a provisional or ancillary remedy shall not constitute a waiver of the right of any
party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief.
D. Discovery, In any arbitration proceeding discovery will be permitted in accordance with the Rules. All discovery shall be expressly limited to
matters directly relevant to the Dispute being arbitrated and must be completed no later than 20 days before the hearing date. Any requests for
an extension of the discovery periods, or any discovery disputes, will be subject to final determination by the arbitrator upon a showing that the
request for discovery is essential for the party's presentation and that no alternative means for obtaining information is available.
E. Class Proceedings and Consolidations, No party hereto shall be entitled to join or consolidate disputes by or against non parties in any
arbitration, or to include in any arbitration any dispute as a representative or member of a class, or to act in any arbitration in the interest of the
general public or in a private attorney general capacity. As used herein, "non- parties" shall mean all persons and entities except Lender and the
party(ies) executing this agreement or any related Document.
F. Miscellaneous, To the maximum extent practicable, the AAA, the arbitrators and the parties shall take all action required to conclude any
arbitration proceeding within 180 days of the filing of the Dispute with the AAA. No arbitrator or other party to an arbitration proceeding may
disclose the existence, content or results thereof, except for disclosures of information by a party required in the ordinary course of its business
or by applicable law or regulation. If more than one agreement for arbitration by or between the parties potentially applies to a Dispute, the
arbitration provision most directly related to the documents between the parties or the subject matter of the Dispute shall control. This
arbitration provision shall survive the repayment of the Note and the termination, amendment or expiration of any of the Documents or any
relationship between the parties.
G. State Specific Provisions,
If Delaware or Pennsylvania law governs the Dispute the following provision is included:
Confession of Judgment. Notwithstanding anything herein to the contrary, the arbitration requirement does not limit or preclude the right of
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Lender to confess judgment pursuant to a warrant of attorney provision set forth in the Note or Related Documents. No party shall have the
right to demand binding arbitration of any claim, dispute or controversy seeking to (i) strike -off or open a judgment obtained by confession
pursuant to a warrant of attorney contained in the Note or Related Documents, or (ii) challenge the waiver of a right to prior notice and a hearing
before judgment is entered, or after judgment is entered, but before execution upon the judgment. Any claims, disputes or controversies
challenging the confession of judgment shall be commenced and prosecuted in accordance with the procedures set forth, and in the forum
specified by the applicable state rules of civil procedure or other applicable law.
If Maryland law governs the Dispute, the following provision is included:
Confession of Judgment. Notwithstanding anything herein to the contrary, the arbitration requirement does not limit or preclude the right of
Lender to confess judgment, and no party shall have the right to demand binding arbitration of any claim, dispute or controversy seeking to open
a judgment obtained by confession. Nothing herein, including the arbitration requirement, shall limit the right of any party to foreclose judicially
or non judicially against any real or personal property collateral, or exercise judicial or non judicial power of sale rights. No provision regarding
submission to a jurisdiction and /or venue in any court or the waiver of any right to trial by jury is intended or shall be construed to be in
derogation of the provisions for arbitration of any dispute. Any claim or counterclaim or defense raised in connection with Lender's exercise of
any rights set forth in the Note or Related Documents shall be subject to the arbitration requirement.
If South Carolina law governs the Dispute, the following provision is included:
WAIVER OF JURY TRIAL. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, WITHOUT INTENDING IN ANY WAY TO LIMIT THE
PARTIES' AGREEMENT TO ARBITRATE ANY DISPUTE AS SET FORTH IN THIS MORTGAGE, TO THE EXTENT ANY DISPUTE IS NOT
SUBMITTED TO ARBITRATION OR IS DEEMED BY THE ARBITRATOR OR BY ANY COURT WITH JURISDICTION TO BE NOT ARBITRABLE OR
NOT REQUIRED TO BE ARBITRATED, MORTGAGOR AND MORTGAGEE WAIVE TRIAL BY JURY IN RESPECT OF ANY SUCH DISPUTE AND
ANY ACTION ON SUCH DISPUTE. THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY MORTGAGOR AND
MORTGAGEE, AND MORTGAGOR AND MORTGAGEE HEREBY REPRESENT THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN
MADE BY ANY PERSON OR ENTITY TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT.
THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THE LOAN DOCUMENTS. MORTGAGOR AND
MORTGAGEE ARE EACH HEREBY AUTHORIZED TO FILE A COPY OF THIS SECTION IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF
THIS WAIVER OF JURY TRIAL. MORTGAGOR FURTHER REPRESENTS AND WARRANTS THAT IT HAS BEEN REPRESENTED IN THE SIGNING
OF THIS MORTGAGE AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, OR HAS HAD THE OPPORTUNITY TO BE
REPRESENTED BY INDEPENDENT LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD THE OPPORTUNITY TO
DISCUSS THIS WAIVER WITH COUNSEL.
If Virginia law govems the Dispute, the following provision is included:
Confession of Judgment. The arbitration requirement does not limit or preclude the right of Lender to confess judgment pursuant to a warrant
of attorney provision set forth in the Note or Related Documents. No party shall have the right to demand binding arbitration of any claim,
dispute or controversy seeking to (i) strike -off or open a judgment obtained by confession pursuant to a warrant of attorney contained in the
Note or Related Documents, (ii) challenge the waiver of a right to prior notice and a hearing before judgment is entered, or after judgment is
entered, but before execution upon the judgment. Any claims, disputes or controversies challenging the confession of judgment shall be
commenced and prosecuted in accordance with the procedures set forth, and in the forum specified by the applicable state rules of civil
procedure or other applicable law.
H. Real Property Collateral.
If California law governs the Dispute, the following provisions are included:
Real Property Collateral; Judicial Reference. Notwithstanding anything herein to the contrary, no Dispute shall be submitted to arbitration if the
Dispute concerns indebtedness secured directly or indirectly, in whole or in part, by any real property unless (i) the holder of the mortgage, lien
or security interest specifically elects in writing to proceed with the arbitration, or (ii) all parties to the arbitration waive any rights or benefits
that might accrue to them by virtue of the single action rule statute of Califomia, thereby agreeing that all indebtedness and obligations of the
parties, and all mortgages, liens and security interests securing such indebtedness and obligations, shall remain fully valid and enforceable. If
any such Dispute is not submitted to arbitration, the Dispute shall be referred to a referee in accordance with California Code of Civil Procedure
Section 638 et seq., and this general reference agreement is intended to be specifically enforceable in accordance with said Section 638. A
referee with the qualifications required herein for arbitrators shall be selected pursuant to the AAA's selection procedures. Judgment upon the
decision rendered by a referee shall be entered in the court in which such proceeding was commenced in accordance with California Code of
Civil Procedure Sections 644 and 645.
Small Claims Court. Any party may require that a Dispute be resolved in Small Claims Court if the Dispute and related claims are fully within
that court's jurisdiction.
If Connecticut law governs the Dispute the following provision is included:
Real Property Collateral. Notwithstanding anything herein to the contrary, no dispute shall be submitted to arbitration if the dispute concerns
indebtedness secured directly or indirectly, in whole or in part, by any real property located in Connecticut unless (i) the holder of the mortgage,
lien or security interest specifically elects in writing to proceed with the arbitration, or (ii) all parties to the arbitration waive any rights or
benefits that might accrue to them by virtue of Sections 49 -1 and 49 -14 et seq. of the Connecticut General Statutes, thereby agreeing that all
indebtedness and obligations of the parties, and all mortgages, liens and security interests securing such indebtedness and obligations, shall
remain fully valid and enforceable.
If Idaho law governs the Dispute, the following provision is included:
Real Property Collateral. Notwithstanding anything herein to the contrary, no Dispute shall be submitted to arbitration if the Dispute concerns
indebtedness secured directly or indirectly, in whole or in part, by any real property unless (i) the holder of the mortgage, lien or security interest
specifically elects in writing to proceed with the arbitration, or (ii) all parties to the arbitration waive any rights or benefits that might accrue to
them by virtue of the single action rule statute of Idaho, thereby agreeing that all indebtedness and obligations of the parties, and all mortgages,
liens and security interests securing such indebtedness and obligations, shall remain fully valid and enforceable.
If Montana law governs the Dispute, the following provision is included:
Real Property Collateral. Notwithstanding anything herein to the contrary, no Dispute shall be submitted to arbitration if the Dispute concerns
indebtedness secured directly or indirectly, in whole or in part, by any real property unless (i) the holder of the mortgage, lien or security interest
specifically elects in writing to proceed with the arbitration, or (ii) all parties to the arbitration waive any rights or benefits that might accrue to
them by virtue of the single action rule statute of Montana, thereby agreeing that all indebtedness and obligations of the parties, and all
mortgages, liens and security interests securing such indebtedness and obligations, shall remain fully valid and enforceable.
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If Nevada law governs the Dispute, the following provision is included:
Real Property Collateral. Notwithstanding anything herein to the contrary, no Dispute shall be submitted to arbitration if the Dispute concerns
indebtedness secured directly or indirectly, in whole or in part, by any real property unless (i) the holder of the mortgage, lien or security interest
specifically elects in writing to proceed with the arbitration, or (ii) all parties to the arbitration waive any rights or benefits that might accrue to
them by virtue of the single action rule statute of Nevada, thereby agreeing that all indebtedness and obligations of the parties, and all
mortgages, liens and security interests securing such indebtedness and obligations, shall remain fully valid and enforceable.
If South Dakota law governs the Dispute, the following provision is included:
Real Property Collateral. Notwithstanding anything herein to the contrary, no Dispute shall be submitted to arbitration if the Dispute concerns
indebtedness secured directly or indirectly, in whole or in part, by any real property unless (i) the holder of the mortgage, lien or security interest
specifically elects in writing to proceed with the arbitration, or (ii) all parties to the arbitration waive any rights or benefits that might accrue to
them by virtue of the single action rule statute of South Dakota, thereby agreeing that all indebtedness and obligations of the parties, and all
mortgages, liens and security interests securing such indebtedness and obligations, shall remain fully valid and enforceable.
If Utah law governs the Dispute, the following provision is included:
Real Property Collateral; Judicial Reference. Notwithstanding anything herein to the contrary, no Dispute shall be submitted to arbitration if the
Dispute concerns indebtedness secured directly or indirectly, in whole or in part, by any real property unless (i) the holder of the mortgage, lien
or security interest specifically elects in writing to proceed with the arbitration, or (ii) all parties to the arbitration waive any rights or benefits
that might accrue to them by virtue of the single action rule statute of Utah, thereby agreeing that all indebtedness and obligations of the
parties, and all mortgages, liens and security interests securing such indebtedness and obligations, shall remain fully valid and enforceable. If
any such Dispute is not submitted to arbitration, the Dispute shall be referred to a master in accordance with Utah Rule of Civil Procedure 53,
and this general reference agreement is intended to be specifically enforceable. A master with the qualifications required herein for arbitrators
shall be selected pursuant to the AAA's selection procedures. Judgment upon the decision rendered by a master shall be entered in the court in
which such proceeding was commenced in accordance with Utah Rule of Civil Procedure 53(e).
If Virginia law governs the Dispute, the following provision is included:
Real Property Collateral; Judicial Reference. Notwithstanding anything herein to the contrary, no Dispute shall be submitted to arbitration if the
Dispute concerns indebtedness secured directly or indirectly, in whole or in part, by any real property unless (i) the holder of the mortgage, lien
or security interest specifically elects in writing to proceed with the arbitration, or (ii) all parties to the arbitration waive any rights or benefits
that might accrue to them by virtue of any single action rule, thereby agreeing that all indebtedness and obligations of the parties, and all
mortgages, liens and security interests securing such indebtedness and obligations, shall remain fully valid and enforceable.
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Mortgage:
Amendments. This Mortgage, together with any 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 Mortgage shall be effective unless given in writing and
signed by the party or parties sought to be charged or bound by the alteration or amendment.
Annual Reports. If the Property is used for purposes other than Grantor's residence, Grantor shall furnish to Lender, upon request, a
certified statement of net 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.
No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Mortgage unless such waiver is given in writing
and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any
other right. A waiver by Lender of a provision of this Mortgage shall not prejudice or constitute a waiver of Lender's right otherwise to
demand strict compliance with that provision or any other provision of this Mortgage. No prior waiver by Lender, nor any course of dealing
between Lender and Grantor, shall constitute a waiver of any of Lender's rights or of any of Grantor's obligations as to any future
transactions. Whenever the consent of Lender is required under this Mortgage, the granting of such consent by Lender in any instance
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 so that it becomes legal, valid and enforceable. If the offending provision cannot 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 at any
time held by or for the benefit of Lender in any capacity, without the written consent of Lender.
Successors and Assigns. Subject to any limitations stated in this Mortgage on transfer of Grantor's interest, this Mortgage shall be binding
upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Property becomes vested in a person other
than Grantor, Lender, without notice to Grantor, may deal with Grantor's successors with 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 all rights and benefits of the homestead exemption laws of the State
of Wyoming as to all Indebtedness secured by this Mortgage.
DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Mortgage. Unless specifically
stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms
used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise
Loan No: 1874014311
By 7
Timothy Alan Allred, Managing M of Royal
Capital 3 LC
MORTGAGE 00172
(Continued) Page 10
defined in this Mortgage shall have the meanings attributed to such terms in the Uniform Commercial Code:
Borrower. The word "Borrower" means Royal Capital 3 LC and includes all co- signers and co- makers signing the Note and all their
successors and assigns.
Default. The word "Default" means the Default set forth in this Mortgage in the section titled "Default
Environmental Laws. The words "Environmental Laws" mean any and all state, federal and local statutes, regulations and ordinances
relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. "CERCLA the Superfund Amendments and
Reauthorization Act of 1986, Pub. L. No. 99 -499 "SARA the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq.,
the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable state or federal laws, rules, or
regulations adopted pursuant thereto.
Event of Default. The words "Event of Default" mean any of the events of default set forth in this Mortgage in the events of default
section of this Mortgage.
Grantor. The word "Grantor" means Royal Capital 3 LC.
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 hazardous 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 amounts as provided in this Mortgage. Specifically,
without limitation, Indebtedness includes all amounts that may be indirectly secured by the Cross- Collateralization provision of this
Mortgage.
Lender. The word "Lender" means Wells Fargo Bank, National Association, its successors and assigns.
Mortgage. The word "Mortgage" means this Mortgage between Grantor and Lender.
Note. The word "Note" means the promissory note dated March 29, 2012, in the original principal amount of $409,500.00
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. The maturity date of this Mortgage is April 5, 2017.
Personal Property. The words "Personal Property" mean all equipment, fixtures, and other articles of personal property now or hereafter
owned by Grantor, and now or hereafter attached or affixed to the Real Property; together with all accessions, parts, and additions to, all
replacements of, and all substitutions for, any of such property; and together with all proceeds (including without limitation all insurance
proceeds and refunds of premiums) from any sale or other disposition of the Property.
Property. The word "Property" means collectively the Real Property and the Personal Property.
Real Property. The words "Real Property" mean the real property, interests and rights, as further described in this Mortgage.
Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental
agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments,
agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness.
Rents. The word "Rents" means all present and future rents, revenues, income, issues, royalties, profits, and other benefits derived from
the Property.
GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS MORTGAGE, AND GRANTOR AGREES TO ITS TERMS.
GRANTOR:
ROYAL CAPITAL 3 LC
Loan No: 1874014311
State of
County of /.ec
MORTGAGE
(Continued)
LIMITED LIABILITY COMPANY ACKNOWLEDGMENT
This instrument was acknowledged before me on 03 .5% 0/2.. (date) by Timothy Alan Allred, Managing Member of Royal Capital 3
LC.
Signa re)
My commission expires:
00173
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LASER PRO Lending, Ver. 5.59.00.003 Copr. Harland Financial Solutions, Inc. 1997, 2012. All Rights Reserved. WY
X: \LPROD \CFI \LPL \G03.FC TR- 148894 PR -689