HomeMy WebLinkAbout968268Recording Requested by:
WHEN RECORDED MAIL TO:
Western AgCredit, FLCA
10980 South Jordan Gateway
P.O. Box 95850
South Jordan, Utah 84095 -0850
Form 1355
Space Above This Line For Recorder's Use
RECEIVED 11/30/2012 at 3:54 PM
RECEIVING 968268
BOOK: 799 PAGE: 529
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
Loan Number: 4100582 -502
REAL ESTATE MORTGAGE
THIS MORTGAGE is made this 16th day of November, 2012, between HOFFMAN RANCHES, INC., a Utah
Corporation hereinafter called "Mortgagor and Western AgCredit, FLCA hereinafter called "Mortgagee a
corporation, existing and operating under the Farm Credit Act of 1971, as amended, having its principal place of
business in South Jordan, Utah.
WITNESSETH: That Mortgagor IRREVOCABLY GRANTS, BARGAINS, SELLS, CONVEYS AND ASSIGNS
unto Mortgagee together with right of entry and possession the following described real property situated in the
County of Lincoln, State of Wyoming, described in Exhibit "A
TOGETHER WITH: all buildings, structures, equipment, fixtures (including trees, vines and shrubs) and
improvements of every kind and description now or hereafter constructed or placed thereon; all standing timber and
timber to be cut located thereon; all existing and future water rights, however evidenced, including irrigation and
watering equipment and systems, ditches, laterals, conduits, and rights -of -way used to convey such water or to drain
the above described property, all of which rights are hereby made appurtenant to the property, and all pumping
plants, electrical generators, wind machines, and fencing and storage tanks, now or hereafter used in connection with
the property, all of which are hereby declared to be fixtures; all existing and future grazing rights, leases, permits and
licenses; all oil, gas, and mineral leases, permits and rights used with the property; all tenements, hereditaments,
easements, rights -of -way and appurtenances to the property; and all right, title, and interest at any time of Mortgagor
(or any of its bailees, agents, or instrumentalities), whether now existing or hereafter arising or acquired, whether
direct or indirect, whether owned legally, of record, equitably or beneficially, whether constituting real or personal
property (or subject to any other characterizations), whether created or authorized under existing or future laws or
regulations, and however arising in, including without limitation, the water, water rights and other assets and items
described below in subparagraphs (a) through (h) which shall collectively be called "Water Assets" (hereafter
collectively referred to as the "Property References to "Water" and "Water Rights" are used herein in the
broadest and most comprehensive sense of the term(s). The term "Water" includes water rights and right to water or
whatever rights to money, proceeds, property or other benefits are exchanged or received for or on account of any
Water Assets or any conservation or other nonuse of water, including whatever rights are achieved by depositing
one's shares of any Water Assets in any water bank or with any water authority, or any other water reallocation
rights:
a. All water (including any water inventory in storage), water rights and entitlements, other rights to water
and other rights to receive water or water rights of every kind or nature whatsoever including (i) the groundwater on,
Page 1 of 10
uu530
under, pumped from or otherwise available to the Property, whether as the result of groundwater rights, contractual
rights or otherwise, (ii) Mortgagor's right to remove and extract any such groundwater including any permits, rights
or licenses granted by any governmental authority or agency or any rights granted or created by any use, easements,
covenant, agreement or contract with any person or entity, (iii) any rights to which the Property is entitled with
respect to surface water, whether such right is appropriative, riparian, prescriptive, decreed or otherwise and whether
or not pursuant to permit or other governmental authorization, or the right to store any such water, (iv) any water,
water right, water allocation, distribution right, delivery right, water storage right, or other water related entitlement
appurtenant or otherwise applicable to the Property by virtue of the Property being situated within the boundaries of
any district, agency, or other governmental entity or within the boundaries of any private water company, mutual
water company, or other non governmental entity;
b. All stock, interest or rights (including any water allocations, voting or decision rights) in any entity,
together with any and all rights from any entity or other person to acquire, receive, exchange, sell, lease, or otherwise
transfer any water or other Water Assets, to store, deposit or otherwise create water credits in a water bank or similar
or other arrangement for allocating water, to transport or deliver water, or otherwise to deal with any Water Asset;
c. All licenses, permits, approvals, contracts decrees, rights and interest to acquire or appropriate any water
or other Water Assets, water bank or other credits evidencing any right to water or other Water Assets, to store,
carry, transport or deliver water or other Water Assets, to sell, lease, exchange, or otherwise transfer any water or
other Water Asset, or to change the point for diversion of water, the location of any water or Water Asset, the place
of use of any water or Water Asset, or the purpose of the use of any water or Water Asset;
d. All rights, claims, causes of action, judgments, awards, and other judicial, arbiter or administrative relief
in any way relating to any water or Water Asset;
e. All storage and treatment rights for any water or any other Water Asset, whether on or off the Property
or other property of Mortgagor, together with all storage tanks, and other equipment used or usable in connection
with such storage and any water bank deposit credits, deposit accounts or other rights arising on account of the
storage or nonuse of any water or any water or any other Water Asset;
f. All rights to transport, carry, allocate or otherwise deliver water or other Water Assets by any means
wherever located;
g. All guaranties, warranties, marketing, management or service contracts, indemnity agreements, and water
right agreements, other water related contracts and water reallocation rights, all insurance policies regarding or
relating to any Water Asset;
h. All rents, issues, profits, proceeds and other accounts, instruments, chattel paper, contract rights, general
intangibles, deposit accounts, and other rights to payment arising from or on account of any use, nonuse, sale, lease,
transfer or other disposition of any Water Asset.
Absolute Assignment of All Revenue From Water Assets Mortgagor hereby absolutely and unconditionally assigns
to Mortgagee all proceeds, rents, issues and profits from any use (apart from watering plants on the Property or other
ordinary use on the Property), nonuse, sale, lease, transfer or disposition of any kind of any water or any other Water
Asset subject to a lien in favor of Mortgagee. That assignment shall be perfected automatically without appointment
of a receiver or Mortgagee becoming a mortgagee in possession and Mortgagee shall have the right, before or after
the occurrence of any default or event of default, to notify any account debtor to pay all amounts owing with respect
to those proceeds, rents, issues and profits directly to Mortgagee. Except as otherwise agreed in writing by
Mortgagee, Mortgagee may apply any such collection (and any rents, issues, profits and proceeds) to any
indebtedness owed to Mortgagee in any order, priority or manner desired by Mortgagee.
MORTGAGOR ABSOLUTELY AND UNCONDITIONALLY ASSIGNS, transfers, conveys and sets over to
Mortgagee all the rents, royalties, issues, profits, revenue, income and other benefits of the property arising from the
use or enjoyment of all or any portion thereof or from any lease, mineral lease, or agreement pertaining thereto
Form 1355
Page 2 of 10
00531_
(collectively the "Rents SUBJECT, HOWEVER, to the right, power and authority given to and conferred upon
Mortgagor by Paragraph B.3 hereof.
PERSONAL PROPERTY SECURITY AGREEMENT: All of the Property will be considered to the fullest
extent of the law to be real property for purposes of this Mortgage. To the extent that any of the Property, (including
without limitation any Water Assets or fixtures), is deemed to constitute, is adjudicated to be, or declared to be
personal property, this Mortgage shall also be deemed to be a security agreement. Mortgagor does hereby create and
grant to Mortgagee a security interest in all such personal property described herein; and further, grants to Mortgagee
all of the rights and remedies of a secured party under the Uniform Commercial Code and other applicable state law,
which rights are cumulative.
FIXTURE FILING: This Mortgage shall also be deemed to be a fixture filing under the Uniform Commercial
Code and is to be recorded in the county real estate records.
FOR THE PURPOSE OF SECURING: (1) payment of the indebtedness or obligations evidenced by the
following promissory note(s) and /or guaranties executed by Mortgagor and /or others to the Mortgagee at the times,
in the manner and with interest as therein set forth (notes may contain variable or adjustable rate provisions):
[X] a Promissory Note or a Supplement to Master Loan Agreement dated as of November 16, 2012, in the stated
principal amount of $710,000.00.
(2) The payment of such additional loans or advances, including advances under a revolving line of credit, with
interest thereon, as hereafter may be made to Mortgagor, or Mortgagor's successors or assigns, and /or to parties
whose obligation Mortgagor is guaranteeing, evidenced by a promissory note or otherwise and any obligations
evidenced by any guaranties executed by Mortgagor in favor of Mortgagee; PROVIDED HOWEVER, THAT, such
additional loans advances guaranty obligations shall be secured by this Mortgage only if the promissory note,
guaranty, or other document evidencing such loans or advances shall recite that it is to be secured by this Mortgage;
(3) the payment of any substitute notes, renewals, reamortizations, and extensions of all indebtedness secured by this
Mortgage; (4) the performance of every obligation and agreement of Mortgagor whether contained or incorporated
by reference in this Mortgage, or contained in any loan document or guaranty executed by Mortgagor in favor of
Mortgagee, with respect to any loan, advance, or guaranty secured by this Mortgage; and (5) the payment of all
sums expended or advanced by Mortgagee under or pursuant to the terms of this Mortgage, together with interest
thereon as herein provided. The continuing validity and priority of this Mortgage as security for future loans,
advances, or guaranties shall not be impaired by the fact that at certain times hereafter there may exist no outstanding
indebtedness from Mortgagor to Mortgagee or no commitment to make loans or advances.
A. TO PROTECT THE SECURITY OF THIS MORTGAGE, MORTGAGOR AGREES:
1. To use loan proceeds solely for the purposes set forth in the loan application(s) or agreements to
comply with the Farm Credit Act of 1971, as amended, and /or the regulations of the Farm Credit
Administration, now existing or as hereafter amended.
Form 1355
2. To keep the Property in good condition, working order and repair; care for the Property in
accordance with standards of good husbandry and to keep all trees, vines and crops on said land
properly cultivated, irrigated, fertilized, sprayed, and fumigated; not to remove, destroy or suffer
the removal or destruction of any building, fence, canal, well or other improvements or fixtures
thereon; not to remove, replace or alter any horticultural or viticultural tree, vine or shrub planted
thereon without the prior written consent of Mortgagee, except in the ordinary course of business;
to complete or restore promptly and in good and workmanlike manner any building which may be
constructed, damaged or destroyed thereon; to comply with all laws, covenants and restrictions
affecting the Property; not to commit or permit waste thereof; not to commit, suffer or permit any
act upon the Property in violation of law; to do all other acts which from the character or use of the
Property may be reasonably necessary, the specific enumerations herein not excluding the general;
to observe and perform all obligations of Mortgagor under any lease of the Property.
Page 3 of 10
,0 ®509
3. To provide, maintain and deliver to Mortgagee fire and all other types of insurance of the type and
in amounts as Mortgagee may require, with loss payable clauses solely in favor of Mortgagee. In
the event of loss, the insurance proceeds, or any part thereof, may be applied by Mortgagee, at its
option, to the reduction of the indebtedness hereby secured or to the restoration or repair of the
property damaged. In the event that the Mortgagor shall fail to provide satisfactory hazard
insurance, Mortgagee may procure, on Mortgagor's behalf, insurance in favor of Mortgagee alone.
If insurance cannot be secured by Mortgagor to provide the required coverage, such inability shall
constitute an event of default hereunder.
4. To appear in and litigate any action or proceeding purporting to affect the security hereof, the title
to the Property, or the rights or powers of Mortgagee; Mortgagee may appear in and litigate any
such action or proceedings, including any bankruptcy, partition or condemnation proceeding,
affecting the Property, or Mortgagee's interest therein, in which event Mortgagor agrees to pay all
costs and expenses thereof, including attorney's fees and costs of securing evidence of title.
5. To pay on or before the due date all taxes and assessments affecting the Property, including all
assessments upon water company stock and all rents, assessments and charges for water,
appurtenant to or used in connection with the Property; to pay, when due, all encumbrances,
charges, and liens, on the Property or any part thereof, which at any time appear to be prior or
superior hereto.
6. In case of any suit to foreclose this Mortgage or to collect any charge arising out of the debt hereby
secured, or of any suit which the Mortgagee may deem necessary to prosecute or defend to effect
or protect the lien herein, including any proceeding in bankruptcy, or if Mortgagee retains an
attorney to advise Mortgagee in connection with this Mortgage or any other agreement related to
the indebtedness secured by this Mortgage, Mortgagor agrees to pay a reasonable sum as
attorney's fees and all costs and legal expenses in connection with said suit, and further agrees to
pay the reasonable costs of searching the records and abstracting or insuring the title, and such
sums, costs and expenses shall be secured hereby and shall be included in any decree of
foreclosure. The fees and costs described herein and elsewhere in this Mortgage shall be in
addition to those set forth in the loan agreement or any other written agreement between Mortgagor
and Mortgagee.
7. Should Mortgagor fail to make any payment or to do any act as provided for in this Mortgage, then
Mortgagee, but without obligation to do so and without notice to or demand upon Mortgagor and
without releasing Mortgagor from any obligation hereof, may: make or do the same in such manner
and to such extent as either may deem necessary to protect the Property, Mortgagee being
authorized to enter upon the Property for such purposes; commence, appear in and litigate any
action or proceeding purporting to affect the security hereof or the rights or powers of Mortgagee,
including any bankruptcy proceeding affecting the Property; pay, purchase, contest, or compromise
any encumbrance, charge or lien which in the judgment of either appears to be prior or superior
hereto; and in exercising any such powers, incur any liability, expend whatever amounts in its
absolute discretion it may deem necessary therefore, including attorney's, accountant's, and
appraisal fees, environmental fees, and costs of securing evidence of title, and all amounts so
expended shall be obligations of Mortgagor secured by this Mortgage. Nothing contained herein
shall prohibit Mortgagee from entering the Property, at a reasonable time and upon reasonable
notice to Mortgagor, without incurring or assuming any obligations or liabilities whatsoever, for
the sole purpose of inspecting the Property.
8. To pay immediately and without demand all sums expended by Mortgagee pursuant to the
provisions hereof, with interest from date of expenditure at the same rate as is provided for in the
note or notes secured by this Mortgage. In the event that such sums are not immediately paid, they
shall be added to the principal balance of the indebtedness secured hereby and shall accrue interest
as herein set forth. All such sums shall be secured hereby.
Form 1355
Page 4 of 10
9. Environmental Representations, Warranties and Covenants.
(a) Except as disclosed in writing to Mortgagee, or except as otherwise provided in any loan
agreement between Mortgagee and Mortgagor which specifically refers to the Property, to the best
knowledge of Mortgagor after due inquiry, Mortgagor hereby further represents, warrants and
covenants as follows:
(i) No pollutants, contaminants (including oil or other petroleum products), toxic or
hazardous substances, or solid or hazardous wastes, as such terms are defined under any
federal, state or local Environmental Law, regulation or ordinance (hereinafter
"Contaminants have been, are being or will be generated, manufactured, produced, stored,
disposed of, discharged, released threatened to be released, or otherwise allowed to migrate or
escape on, under or from the Property in such quantities or concentrations as would violate
any federal, state or local Environmental Law, regulation or ordinance or as would require
Mortgagor to report such condition to any governmental authority or to undertake removal or
remedial action to clean up such contaminants;
(ii) No Contaminants are located on, in or under any property located adjacent to the Property
in such quantities or concentrations as would constitute a violation of any Environmental Law
or as would require the owner of the adjacent property to report such condition to any
governmental authority or to undertake removal or remedial action to clean up such
Contaminants;
(iii) Neither the Property, nor any portion thereof, nor any adjacent property or portion
thereof, has been or is proposed to be listed under the Comprehensive Environmental
Response, Compensation and Liability Act (42 U.S.C. Section 9601, et seq.), or any
analogous state law. Mortgagor shall immediately notify Mortgagee if Mortgagor acquires
any information concerning the listing or proposed listing of the Property or any adjacent
property and shall provide Mortgagee with any documents in Mortgagor's possession relative
thereto;
(iv) No hazardous wastes, as defined under the Federal Resource Conservation and Recovery
Act (42 U.S.C. Section 6901, et seq.), or any analogous state law "Hazardous Wastes
have been, are being or will be stored or treated in surface impoundments or other structures
or facilities located on the Property that are partially or entirely below the ground surface;
(v) No litigation, investigation, administrative "Action has previously been brought, is now
pending, or to the best knowledge of Mortgagor threatened against or anticipated by
Mortgagor, with respect to Mortgagor's use or management of Hazardous Materials or
Hazardous Wastes or the environmental condition of the Property, including any underlying
groundwater. Upon learning thereof, Mortgagor shall immediately notify Mortgagee of any
such Action or threatened Action and provide Mortgagee with copies of all documentation
relative thereto; and
(vi) Except as disclosed in writing to Mortgagee, no underground tanks, wells (except
domestic water wells), septic tanks, ponds, pits or any other storage tanks "Tanks (whether
currently in use or abandoned) are or were located on or under the Property and no Tanks are
or were serving the Property described herein. With respect to any Tanks disclosed in writing
to Mortgagee, Mortgagor shall comply with all federal, state and local laws, regulations and
ordinances and any requirements of city or county fire departments, applicable to the
maintenance and use of such Tanks, including, without limitation, Title 40 of the Code of
Federal Regulations Part 112.
(b) Nothing herein shall be deemed to prohibit Mortgagor from (i) using, handling or storing
hazardous materials or substances, as defined under any federal, state or local law, regulation or
Form 1355 Page 5 of 10
ordinance "Hazardous Materials or (ii) storing or treating non- hazardous wastes, so long as
such activities are carried out (a) in a good and husbandlike manner in the ordinary course of
business, and (b) in compliance with all applicable environmental laws, regulations, permits,
orders or other requirements.
(c) In the event that Mortgagor is in breach of any of its representations, warranties or covenants
as set forth above, Mortgagor, at its sole expense, shall take all action required, including
environmental cleanup of the Property, to comply with the representations, warranties and
covenants herein or applicable legal requirements and, in any event, shall take all action deemed
necessary by appropriate governmental authorities. Mortgagee shall have the right, but not the
obligation, to advise appropriate governmental authorities of any environmental condition on or
affecting the Property that constitutes or may constitute a breach of Mortgagor's obligations
hereunder.
(d) Mortgagor and its successors and assigns shall indemnify, defend, protect, and hold harmless
Mortgagee, its directors, officers, employees, agents, shareholders, successors and assigns and
their officers, employees or agents, from and against any and all claims, suits, damages, liens,
losses, liabilities, interest, judgments, response and cleanup costs, demands, actions, causes of
action, injuries, administrative proceedings and orders, consent agreements and orders, penalties,
costs and expenses (including any fees and expenses incurred in enforcing this indemnity, any out
of- pocket litigation costs and the reasonable fees and expenses of counsel) of any kind whatsoever
"Claims paid, incurred or suffered by, or asserted against Mortgagee, including but not limited
to Claims arising out of loss of life, injury to persons, trespass or damages to or contamination of
property or natural resources, or injury to business, in connection with or arising out of the
activities of Mortgagor on the Property, Mortgagor's predecessors in interest, third parties who
have been invited, permitted or trespassed on the Property, or parties in a contractual relationship
with Mortgagor, or any of them, or which directly or indirectly arise out of or result from or in any
way connected with the Property, whether or not caused by Mortgagor or within the control of
Mortgagor, including without limitation: (i) the presence, use, generation, treatment, storage,
disposal, release, threatened release, or discharge of any Hazardous Material or Contaminant at or
from the Property and /or the cleanup of Hazardous Materials or Contaminants within, on or under
the Property; (ii) Mortgagor's breach of any of the representations, warranties and covenants
contained herein; and (iii) Mortgagor's violation or alleged violation of any applicable
Environmental Law, regulation or ordinance.
(e) Mortgagor's representations, warranties, covenants and indemnities contained herein shall
survive the occurrence of any event whatsoever, including without limitation the payoff of any
promissory note(s) secured hereby, the release or foreclosure of this Mortgage, the acceptance by
Mortgagee of a deed in lieu of foreclosure, or any transfer or abandonment of the Property.
(f) The term "Environmental Law" shall mean any federal, state or local law, statute, ordinance,
or regulation, now in effect or hereinafter enacted, pertaining to health, industrial hygiene, or the
environmental conditions on, under or about the Property, including but not limited to enactments
requiring the removal or containment of asbestos containing materials in private buildings.
(g) Mortgagor shall permit, or cause any tenant of Mortgagor to permit, Mortgagee or its agents,
or independent contractors to enter and inspect the Property at any reasonable time for purposes of
determining, as Mortgagee deems necessary or desirable: (i) the existence, location and nature of
any Hazardous Materials or Hazardous Wastes on, under or about the Property, (ii) the existence,
location, nature, magnitude and spread of any Hazardous Materials or Hazardous Waste that has
been spilled, disposed of, discharged or released on, under or about the Property, or (iii) whether
or not Mortgagor and any tenant of Mortgagor is in compliance with applicable Environmental
Law. If Mortgagor or its tenants fail to comply fully with the terms of this subdivision (g),
Mortgagee may obtain affirmative injunctive relief to compel such compliance.
Form 1355 Page 6 of 10
O®
10. Grazing Rights. If any portion of the Property described in this Mortgage is used by Mortgagor as
the basis for obtaining grazing permits or other grazing rights issued by any governmental agency,
including without limitations the Forest Service, U.S. Department of Agriculture or the Bureau of
Land Management, U.S. Department of Interior, Mortgagor covenants and agrees as follows:
(a) Said grazing permits or other rights are in good standing and have not been modified, reduced
or limited in any other respect, except as fully disclosed in writing to Mortgagee;
(b) Mortgagor will perform all obligations imposed as a requirement of exercise of said grazing
permits or other rights and will comply with all laws, rules and regulations applicable thereto;
(c) Mortgagor will take such timely action as may be required to cause the renewal or reissuance
of said grazing permits or other rights from time to time as they expire during the term thereof.
Mortgagor agrees and acknowledges that the failure to renew or cause the reissuance of any said
permits for any reason, whether the result of an act or omission of Mortgagor or for reasons
beyond Mortgagor's control, is an event of default hereunder and Mortgagee shall have the right to
exercise the rights hereinafter set forth in this Mortgage; and
(d) Mortgagor agrees to pay all fees, charges, rents or other payments accruing under said permits
or any renewals thereof prior to delinquency. In the event Mortgagor fails to pay any such
payment, the amount unpaid shall become a part of the indebtedness secured by this Mortgage and
shall be immediately due and payable.
B. IT IS MUTUALLY AGREED THAT:
1 Any award of damages in connection with any taking or condemnation or injury to the Property by reason
of public use, or for damages resulting from private trespass or injury to the Property, is absolutely and
unconditionally assigned and shall be paid to Mortgagee, under the terms and conditions of this Mortgage
pertaining to Rents. Upon receipt of such money Mortgagee may apply the same on the indebtedness
secured hereby. Mortgagor agrees to execute such further documents as may be required to effect the
assignments herein made as Mortgagee may require.
2. At any time, without affecting the liability of any person for the payment of the indebtedness secured
hereby, and without otherwise affecting the security hereof, Mortgagee may (a) consent to or join in the
making of any map or plat of the Property; (b) grant any easement or create any restriction thereof; (c)
subordinate this Mortgage; (d) extend or modify the term of the loan or loans secured hereby; and (e)
release without warranty, all or any part of the Property.
3. Prior to any default by Mortgagor in the payment, observance, performance and discharge of any condition,
obligation, covenant, or agreement of Mortgagor contained herein, Mortgagor may, for collection and
distribution purposes only, collect and receive the Rents as they come due and payable; the Rents are to be
applied by Mortgagor to the payment of the principal and interest and all other sums due or payable on any
promissory note or guaranty secured by this Mortgage and to the payment of all other sums payable under
this Mortgage and, thereafter, so long as the aforesaid has occurred, the balance shall be distributed to the
account of Mortgagor. Upon any such default, Mortgagee may at any time without notice, either in person,
by agent, or by a receiver to be appointed by a court, and without regard to the adequacy of any security for
the indebtedness hereby secured, enter upon and take possession of the Property or any part thereof, in his
own name, sue for or otherwise collect such rents, issues and profits, including those past due and unpaid,
and apply the same, less costs and expenses of operation and collection, including reasonable attorney's
fees, upon any indebtedness secured hereby, and in such order as Mortgagee may determine; also perform
such acts of repair, cultivation, irrigation or protection, as may be necessary or proper to conserve the value
of the Property; also lease the same or any part thereof for such rental, term, and upon such conditions as its
judgment may dictate; also prepare for harvest, remove, and sell any crops that may be growing upon the
Property, and apply the proceeds thereof upon the indebtedness secured hereby.
Form 1355
Page 7 of 10
4. The entering upon and taking possession of the Property, the collection of such rents, issues, and profits, or
the proceeds of fire and other insurance policies, or compensation or awards for any taking of or damage to
the Property, and the application or release thereof as aforesaid, shall not cure or waive any default or
notice of default hereunder or invalidate any act done pursuant to such notice.
5. Upon default by Mortgagor in payment of any indebtedness secured hereby or in performance of any
agreement hereunder, all sums secured hereby shall immediately become due and payable at the option of
the Mortgagee and in accordance with applicable state law. In the event of default, Mortgagee may employ
counsel to enforce payment of the obligations secured hereby, may foreclose and, if applicable, sell the
Property by advertisement and sale, and in accordance with other applicable state law, and may exercise
such other rights and remedies granted by law and equity, which rights and remedies shall be cumulative
and not exclusive. Mortgagee may resort to and realize upon the security hereunder and any other real or
personal property security now or hereafter held by Mortgagee for the obligations secured hereby in such
order and manner as Mortgagee may, in its sole discretion, determine. Resort to any or all such security
may be taken concurrently or successively and in one or several consolidated or independent judicial
actions or lawful nonjudicial proceedings, or both. If the obligation secured by this Mortgage is also
secured by personal property, fixtures or crops, Mortgagee may enforce its security interest in the personal
property, fixtures and crops and its lien under this Mortgage in any manner and in any order or sequence
permitted by applicable law. All remedies are cumulative and none are exclusive; no election by Mortgagee
to pursue one remedy or item of collateral shall be deemed to be a release or waiver of any other item of
collateral or a release or modification of the liability of Mortgagor or any guarantor to pay and perform in
full all obligations to Mortgagee. The procedures governing the enforcement by Mortgagee of its
foreclosure and provisional remedies against Mortgagor shall be governed by the laws of the state in which
the Property is located. Nothing contained herein shall be construed to provide that the substantive law of
the state in which the Property is located shall apply to Mortgagee's rights and Mortgagor's obligations
hereunder or under the promissory note(s) or guaranties described herein, which are and shall continue to be
governed by the substantive law of the state in which the promissory note(s) or guaranties were executed.
6. The failure on the part of the Mortgagee to promptly enforce any right hereunder shall not operate as a
waiver of such right and the waiver by Mortgagee of any default shall not constitute a waiver of any other
subsequent defaults. Subsequent acceptance of any payment by the holder hereof shall not be deemed a
waiver of any default by Mortgagor, or of Mortgagee's rights hereunder as the result of any sale, agreement
to sell, conveyance, or alienation, regardless of holder's knowledge of such default, sale, agreement to sell,
conveyance, or alienation at the time of acceptance of such payment.
7. This Mortgage applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees,
administrators, executors, successors and assigns. The term Mortgagee shall mean the holder and owner of
any note secured hereby; or, if the note has been pledged, the pledgee thereof. In this Mortgage, whenever
the context so requires, the masculine gender includes the feminine and /or neuter, and the singular number
includes the plural. All obligations of Mortgagor hereunder are joint and several.
8. In the event the herein described Property, or any part thereof, or any interest therein, is sold, agreed to be
sold, conveyed, alienated or transferred, including any water transfer as defined in subsection (a) below, by
Mortgagor, or by operation of law or otherwise, except by inheritance, without Mortgagee's prior written
consent, all obligations secured hereby, irrespective of the maturity dates, at the option of the holder hereof,
and without demand or notice, shall immediately become due and payable. Failure to exercise such option
shall not constitute a waiver of the right to exercise this option in the event of subsequent sale, agreement to
sell, conveyance or alienation.
a. A water transfer is any transfer, assignment, sale, exchange, gift, encumbrance, pledge,
hypothecation, alienation, grant of option to purchase, or other disposition of, directly, indirectly
or in trust, voluntarily or involuntarily, by operation of law or otherwise, or the entry into a binding
agreement to do any of the foregoing with respect to all or any part of (i) the groundwater on,
under, pumped from or otherwise available to the Property, (ii) Mortgagor's right to remove and
extract any such groundwater including any permits, rights or licenses granted by any
Form 1355 Page 8 of 10
53E
00537
governmental authority or agency and any rights granted or created by any easement, covenant,
agreement or contract with any person or entity, (iii) any rights to which the Property is entitled
with respect to surface water, whether such right is appropriative, riparian, prescriptive or
otherwise and whether or not pursuant to permit or other governmental authorization, or the right
to store any such water, (iv) any water, water right, water allocation, distribution right, delivery
right, water storage right, water allocation, or other water related entitlement appurtenant or
otherwise applicable to the Property by virtue of the Property's being situated within the
boundaries of any district, agency, or other governmental entity or within the boundaries of any
private water company, mutual water company, or other non governmental entity, or (v) any shares
(or any rights under such shares) of any private water company, mutual water company, or other
non governmental entity pursuant to which Mortgagor or the Property may receive any rights.
9. In the event any one or more of the provisions contained in this Mortgage or in any promissory note(s)
hereby secured shall for any reason be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provision of this Mortgage or said
promissory note(s), but this Mortgage and said promissory note(s) shall be construed as if such invalid,
illegal or unenforceable provision had never been contained herein or therein.
10. Borrower releases and waives all rights under and by virtue of the homestead exemption laws of Wyoming.
11. FARM SERVICE AGENCY GUARANTY: Borrower further agrees that the loan(s) secured by this
instrument will be in default should any loan proceeds be used for a purpose that will contribute to the
excessive erosion of highly erodible land or to the conversion of wetland to produce or to make possible the
production of an agricultural commodity, as further explained in 7 CFR Part 1940, Subpart G, Exhibit M.
BORROWER WAIVES ALL RIGHTS OF HOMESTEAD EXEMPTION IN THE PROPERTY AND
RELINQUISHES ALL RIGHTS OF CURTESY AND DOWER IN THE PROPERTY.
Signature(s):
HOFFMAN RANCHES, INC., a Utah Corporation
By: At t1M""
ROY D. HOFFMAN, President
By: Q�
JAMES R. HOFF ,Vice President
By.
Form 1355
LOU DAWN HOFFMAN, secretary
Page 9 of 10
Notary Acknowledgment(s):
STATE OF 1 M1 0, ---'s
COUNTY OF t kk+
Form 1355
SHAWN R UNGERMAN
MY COMMISSION EXPIRES
STATE OF 4
COUNTY OF (A I\. ta.
STATE OF wyo••■a
ss.
On this o.■ day of inover 20' before me, the undersigned Notary Public in and for said
County and State, personally appeared ROY D. HOFFMAN personally known to me] [(proved to me on the basis of
satisfactory evidence] to be the person(s) who executed the within instrument as PRESIDENT, or on behalf of the corporation
therein named, and acknowledged to me that the corporation executed the within instrument pursuant to its by -laws or a
resolution of its board of directors.
COUNTY OF
Notary is in and or said County and State
UINTA
ss.
On this DA day of hu.aova.r 20 11 before me, the undersigned Notary Public in and for said
County and State, personally appeared JAMES R. HOFFMAN personally known to me] proved to me on the basis of
satisfactory evidence] to be the person(s) who executed the within instrument as VICE PRESIDENT, or on behalf of the
corporation therein named, and acknowledged to me that the corporation executed the within instrument pursuant to its by -laws
or a resolution of its board of directors.
SHAWN R UNGERMAN
COUNTY OF
UINTA
MY COMMISSION EXPIRES
NOTARY PUBLIC
STATE OF
WYOMING
MAY 12, 2013
ss.
COUNTY OF
On this 0 day of 20 a before me, the undersigned Notary Public in and for said
County and State, personally appeared LOU DAWN HOFFMAN personally known to me] [(t proved to me on the basis of
satisfactory evidence] to be the person(s) who executed the within instrument as SECRETARY, or on behalf of the corporation
therein named, and acknowledged to me that the corporation executed the within instrument pursuant to its by -laws or a
resolution of its board of directors.
SHAWN R UNGERMAN
COUNTY OF
UINTA
MY COMMISSION EXPIRES
NOTARY PUBLIC
STATE OF
WYOMING
MAY12,2013
WITNESS my hand and official seal
WITNESS my hand and official seal
Notary P 4 in and t or said County and State
WITNESS my hand and official seal
Notary Pu in and f r said County and State
0053N
Page 10 of 10
EXHIBIT "A"
TAX ID NO(S): 24171310001300, 24161830000300, 24171340000700, 24172530002100,
24170210001000, 25163230000700
Township 24 North, Range 116 West of the 6th P.M., Lincoln County, Wyoming:
Section 18: Lots 3, 4, and N1 /2SE1 /4
Section 19: Lot 8, SW1 /4SE1 /4
Section 29: W1 /2NW1 /4, NW1 /4SW1/4, E1/2SW1/4, W1/2SE1/4
Section 30: Lots 1, 2, 3, NE1 /4, N1 /2SE1 /4
Section 32: E1 /2NW1 /4, W1 /2NE1 /4, NW1 /4SE1/4
Township 24 North, Range 117 West of the 6th P.M., Lincoln County, Wyoming:
Section 13: Lots 1, 2, 3, NE1 /4SE1/4, E1/2SW1/4, SE1 /4NW1 /4, N1/2NW1/4,
S1/2NE1/4, S1/2SE1/4
Section 14: Lots 1 and 2
Section 24: All
Section 25: All, excepting Lots 7 and 18
LESS AND EXCEPT those lands conveyed by Warranty Deed recorded 7 -26 -1982, at
Book 189PR, Page 593
AND ALSO LESS AND EXCEPT those lands conveyed by Warranty: Deed recorded 9-
15 -2006, at Book 633, Page 804
Township 24 North, Range 117 West of the 6th P.M., Lincoln County, Wyoming:
Section 2: Lots 5, 7, 10, 11, 12 and 14, and the W1 /2SE1 /4
Section 25: Lots 7 and 18
Township 25 North, Range 116 West of the 6th P.M., Lincoln County, Wyoming:
Section 32: NE1 /4SE1 /4, SE1 /4SW1/4 and S1/2SE1/4
0053q
TOGETHER WITH all U.S. Bureau of Land Management grazing privileges within the LAKE
CREEK, BEAVER CREEK and EAST FORK allotment(s).
ALSO TOGETHER with all debtor(s) right, title and interest in, to and under Lease no(s).
3 -7815, by and between debtor(s) (tenant/lessee) and the State of Wyoming Office of State Lands
and Investments (landlord/lessor), including all renewals or replacements thereof.
ALSO TOGETHER with the following water rights registered with the State of Wyoming
Department of Water Resources: Water Permit Number(s): 14348D and 14349D
Form 1355 Page 1 of3
00549
A
.2
2
a
11/2 !C
..t. A
1. a
5 tt.
.!,t 1!-
T
5..
)ft Peru
D.Yod Fenn
David Fenn
DaVid femt
1
Jenk nn
David Fenn
David Fenn
e...
1
k.'
4 t.:,
.Z1
.-.Z.!
1 12.$2W1.9.15
12/12/1915
17,29/1916
7.4 1 ::911916
V27/1912
12tatigif,
•1,1o1
Is
,..7.,
5
a
0 ii
azo44
41434,24
VfaPriP
4
fag'a
4 4
21%.
4
Come4i Oe v
cAtaivveic
COreai Creek
I
C6nlaf Creek
17.4)1 Cfft
1
CorraAt.
carted Crted,
J a
72
X X
F7110
X
72
cip72
t
3 7 5 a
71173=X1X1A
X
A 2 a
0.
P.
2
0, v.e.,c.se.9,vs...9vGq,
C'''-'
g
c'• 2
I 'II
a
2
V.
0'
F e.
V
Q iZ
:a 'a
t, Q
a a
Q. P
a' a a
0
Q 0'
d CI
;,7,2 4'
ay:
g .5'
1
..a
i'
k.
C' Si
V
o
k
2,
E,',' 0
f..:,) Q
o
2
a.
0 0
o c,
xt: -A,
i'
m
o c
w w
2' F.
a m
o
w w
2' 2'
k m
o o
w tga
Ca" C'
CI
o o
4 ,..2
1 ta.
t'''
.f.;.
o
1
1
.1.
5
"i.' 'Z'
5 s
'N
S. 1 4
r
P,
di.
'f•'-', t
i 1
k.
P. r;,'
I
',TF.
I
.4
1
41
m m
4 rc
2
s
73
7,
A
iii EEEE;ziz'"
ii X
F r
a4o?
.1.
e 1
w"kz
.4•
1
ir;.•
ZZ4
s
r,:q
oZ
z
1 ::"4
I .t.........
,42. so
c-■
P....•
7:4 t..
',„„1 $.8,*
ar e
4.. r3
s
v r.,,
,4 F,
4. ;11
I iv
z
ti si•
4.
V 20
-4 ,..:4,
ti 13 i"..F
.4 .4 la
2,, h.
.74 v
ii
4 4
r., i..,
cs
e.
c,,,
4 t,
'.0
t.....
'i:
v
1 s t.1
i
t.............
.i
r, t•:,:
Y ;:-.I
i' 'Z.'
,c•
r• 't•';
It.
1 i
8 t.';'
I.:,
riz; .A
It:
tr.. .0
S 8
.V.
4
At CY.
u* D
8 E.
F. ti
a,* q
+4 tO
til 5;
:1:4'
4
ALv
61
?MINI
1
1.4
43
(,1
c2qP0
r....
P 9
t
q
9
9
1,1%
9
(el I,
9 9
Us
9 9
itl 0 1,11
4 g
tit
9 f2
LA
'4
1.
'al
:el
4 ..0 5...
5 al
r.4.
a
1 .1
is..
a a
4.
r ri•-•:. &s.
a a
a
z
a 5..... L■ii.
a
PL.,. it.
it.
P.. x
a a L.
f,t,
SC e
a.,...,,,s,g
cs
a
A.
g•laggiinVii:Xil
f.t..
a 5.
a 5. 15.
1. ',.k,
a
I4. ':1.
5_ .5-
',t-
a a
i.
5 .5: .5
tt. it.
a
00549
00541..
3 ac.3
Ici
i tiuriett W. Fe i...M1 Eilih Fe
R4eeti W. Feego. n Axel Eiti eft
line,7nW. Fergixson erri Edith Fe.1
P4eel teen
David Fenn
'Dave! Pelle
Rebert V. Fe!gu.see aril Et: 141)10
Ffederiek Fenn
Peiekeek Penn
-Dad Fein
L1414 Fenn
cow/ Fenn
Paod Fele)
re4Ads.1 Fee.
1
OZ !MI
Yid Fenn
Dovni Fenn
D d Fenn
rtedence Fenn
1/131/.9S.31
.1/1311%
1/1:ViaS3
9
.12/174.41.6
ilf..1/
rt
.e....
12/2W19.;6
12:2§11916
W12/1 91i.
12/2
'111/29/191.5
12129,1 91.6
14/i.9./1 915
I
7!17'1912
f
t •Lr
4:r..,rral (tee*
Corral Cr.k
!Cf., rral trk
*Dell Creek
Carta! (reOk
Cortzit Ole
rmifFeek
Corr3Creel
eorra. Creel
(..:orralCree
Ciuraitrft
con a! oe
Ca
Cieet
C-nrra4 Creek.
czartal Creel,
Cu' Crrek
isa! tree k
I Cn re..ek
RR
!RR
,Irtg•
a
0.9V.
a
b.
z...
r'''
fare rtth it 01
en V.: DiklifE41: if
Fenn DitdINO,
zattal Credik tbW
=DOVVVV,,
As
4
:1.
1
i i
i
I
W. PUCE
NE E. RECt
-ELLEN 3, if.1 .1
rAwid Fenn 1
E,
:E.
t- 1.--
If-
t" 1...
.4 ,4
2:
C.■
ee 4
01 0
4 8
01 3.-7
8
Po r/
4
1.1 F.
4,
r3 Ni
4
.4
4, .43
7,1 I:,
I,,
4 16.49j.5
Vfili 926.
:V2311410
.4
"S.
;L ,..7
I.,
r,.. 0
6 8
0 el
8 6
•L') 0,
8
0 0
ti: .E.:
0
s;
0,
el 01
1 t'''
9
V'
9 9
I"
8
f
8
8
t., Li
8 8
ps NI
8 8
I,. 1
8 8
t, t.•
8 '<.R
s:3
'4
1
a
9
q
q q
if. :IA
X
q
q Cg
VI V
Q Q
V I,
Q
V Vi
E,3 Q
VI Ih
Q
t/'
LI P
4;1 AA
0
tA
I
,j tt
n
222;:ta22
C 1 0
r1 r,
fl LS 1%
22,22i.;
r,
r, 4...,
r, 5
Stater
'An& cfeei,
roltr.
!ilaaaaaa5a1;ta
Corral Ewe*
..Z4.,44544441;'4
0.
r ri
f
ri r,
1 .r,
"s 4
el
00541..
3 ac.3