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HomeMy WebLinkAbout970409COLLATERAL ASSIGNMENT OF PROMISSORY NOTE THIS COLLATERAL ASSIGNMENT OF PROMISSORY NOTE, is dated as of the 29th day of March, 2013, from Salt River Motor, Inc, a Wyoming closed corporation, (hereinafter referred to as "Assignor to 1st Bank, a division of Glacier Bank, (hereinafter referred to as "Assignee WITNESSETH: WHEREAS, Assignor is the owner of that certain Promissory Note dated February 28, 2006 in the face amount of Six Hundred Thousand Dollars and .00 /100 ($600,000.00), together with interest thereon, at the interest rates specified in said Promissory Note, which Promissory Note was given by Michael Lloyd McDonald and Mary Kaylene McDonald, husband and wife, a copy of said Promissory Note is attached hereto marked Exhibit "A" and by this reference made a part hereof, (hereinafter referred to as "McDonald Promissory Note and WHEREAS, the McDonald Promissory Note was secured by that certain mortgage dated August 23, 2006 from Michael Lloyd McDonald and Mary Kayllene McDonald, husband and wife, as Mortgagors to Salt River Motor, Inc, a Wyoming closed corporation, which mortgage was recorded on August 25, 2006 as Receiving No. 921704 in Book 631, Page 535 in the office of the Lincoln County Clerk, which mortgage is hereinafter referred to as the "McDonald Mortgage" and a copy of which is attached hereto marked Exhibit "B" and by this reference made a part hereof; and WHEREAS, pursuant to a loan agreement between Assignor and Assignee, Assignee has agreed to loan Assignor the sum of Nine Hundred Seventy Two Thousand Two Hundred Forty Nine Dollars ($972,249.00) according to the terms of that certain Promissory Note between Assignor and Assignee, a copy of which is attached hereto marked Exhibit "C" and by this reference made a part hereof, (hereinafter referred to as the "Neuenschwander Promissory Note and WHEREAS, in order to induce Assignee to make the loan above referred to, Assignor is desirous of assigning to Assignee, as additional security for the loan as evidenced by the Neuenschwander Promissory Note, all present and future interest and payments that are due and payable to Assignor, pursuant to the terms of the McDonald Promissory Note, as they become clue and payable to Assignor under the terms of the McDonald Promissory Note. NOW THEREFORE, IN CONSIDERATION OF THE ABOVE, and other good and valuable consideration, the receipt of which is hereby acknowledged by Assignee, Assignor hereby covenants, promises and agrees as follows: RECEIVED 4/9/2013 at 3:00 PM RECEIVING 970409 BOOK: 808 PAGE: 768 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY 60'16' 9 1) Assignor, as additional collateral, does hereby assign, transfer, and set over unto Assignee, and Assignee's successors or assigns, all of the payments that are due and owing to Assignor under the terms of the McDonald Promissory Note as they are paid, as well as all monies due and all payments that are due and owing to Assignor under the terms of the McDonald Promissory Note, together with any and all rights and remedies which assign or may have against Michael Lloyd McDonald and Mary Kaylene McDonald, husband and wife, individually or collectively, pursuant to the terms of the McDonald Promissory Note, together with all rights that the Assignor has under the McDonald Mortgage that was given to secure the McDonald Promissory Note, and in the event that there is a default in the payment of the McDonald Promissory Note, then Assignor agrees to assign any and all rights that the Assignor has to that certain McDonald Mortgage, which mortgage was given to secure the payments that are due and owing under the McDonald Promissory Note to Assignor. 2) This Assignment is given to additionally secure: (a) payment of the loan and all interest and principal from time to time outstanding thereon as evidenced by the Neuenschwander Promissory Note (together with all renewals, extensions, amendments, increases or modifications thereof) and the payments of all other sums which Assignor is or may from time to time be obligated to pay or cause to be paid to the Assignee; and (b) performance of all obligations thereunder and under this agreement and any other instrument evidencing or securing the Neuenschwander Promissory Note, any renewals and extensions thereof, and any indebtedness represented thereby. 3) Assignor hereby represents, warrants and agrees that: a) Assignor has the right, power and capacity to make this Assignment, and that no person, firm or corporation other than Assignor has or will have any right, title or interest in or to the payments due and owing under the McDonald Promissory Note; b) Assignor will, at Assignor's sole cost and expense, perform and discharge all of the obligations and undertakings that it is obligated to under the McDonald Promissory Note, as well as the mortgage that was given to secure the McDonald Promissory Note. Assignor will use all reasonable efforts to enforce or secure the performance of each and every obligation and undertaking under the terms of the McDonald Promissory Note and the Mortgage given to secure said Promissory Note; Collateral Assignment of Promissory Note Page 2 Collateral Assignment of Promissory Note Page 3 c) Assignor will not, without the prior written consent of Assignee: (i) pledge, transfer, mortgage or otherwise encumber or assign the McDonald Promissory Note or the McDonald Mortgage; (ii) waive, excuse, condone or in any manner release or discharge any of the obligations that are due and owing under the McDonald Promissory Note, or the McDonald Mortgage; (iii) disaffirm, cancel, terminate or consent to any discharge or release of the McDonald Promissory Note or McDonald Mortgage; and (iv) modify, extend, or any other way, alter the terms of any of the McDonald Promissory Note or McDonald Mortgage, so as to reduce or diminish or postpone any of the payments due and owing under said agreement. d) Any default by Assignor in the performance of any of the obligations or undertakings hereunder shall constitute and be deemed to be an event of default under this agreement and the Neuenschwander Promissory Note, so as to entitle Assignee to exercise any and all of the rights and remedies thereunder, including the right to declare all sums payable under the Neuenschwander Promissory Note immediately due and payable without further notice or demand. e) Assignor hereby represents that there are no existing defaults under any of the McDonald Promissory Note or McDonald Mortgage, and Assignor has not performed any act or executed any instrument which might prevent Assignee from operating under any of the terms and provisions hereof or which would limit Assignee in any such operation. 4) This agreement shall not be deemed or construed to constitute Assignee as mortgagee in possession of the property or to obligate Assignee to take any action hereunder, to incur any expenses or to perform or discharge any obligation, duty or liability hereunder or under the agreement. 5) Until the loan and all indebtedness evidenced by the Neuenschwander Promissory Note shall have been paid in full, Assignor will from time to time execute and deliver to Assignee upon demand any and all writings that Assignee may reasonably deem necessary or desirable to carry out the purpose and intent hereof, or to enable Assignee to enforce any right or rights hereunder. 6) Assignor agrees that all of the payments that are due and owing under the McDonald Promissory Note shall be paid directly to the bank as they become due and owing under the terms of the McDonald Promissory Note until all obligations of Assignor are paid to Assignee under the t4 I t terms of the Neuenschwander Promissory Note. When all payments due and owing to Assignee under the terms of the Neuenschwander Promissory Note are paid in full, then the Assignee agrees to execute a release of its rights under the terms of this agreement. 7) Anything to the contrary notwithstanding: (a) Assignor hereby assigns to Assignee all awards made hereafter to Assignor in any court proceeding involving any of the rights due and owing under the McDonald Promissory Note or McDonald Mortgage, in any bankruptcy, insolvency, or any reorganization proceeding in any state or federal court, and any and all payments made pursuant to said agreement; and (b) Assignor hereby appoints Assignee as Assignor's irrevocable attorney -in -fact to appear in any action and /or to collect any such awards or payments; and any such assignment and appointment to become operative upon the occurrence of any event of default, and to remain in full force and effect so long as any such event of default continues. 8) Assignee shall not be obligated to perform or discharge any obligation or duties to be performed or discharged by Assignor under any of the McDonald Promissory Note or McDonald Mortgage; and Assignor hereby agrees to indemnify Assignee for, and to save Assignee harmless from, any and all liability arising from any of the obligations that Assignor has pursuant to the McDonald Promissory Note or McDonald Mortgage. This Assignment shall not place responsibility for the control, care, management, or any other obligations associated with the McDonald Promissory Note or McDonald Mortgage, upon the Assignee, or make Assignee responsible or liable for any negligence in the management, operation, or other action associated with said agreement; provided, however, the aforesaid indemnity and save harmless clause of Assignor shall not apply to any liability caused by Assignee's negligence or willful misconduct associated with this agreement. 9) The failure of Assignee to enforce any of the terms, covenants, or conditions hereof shall not be construed or deemed to be a waiver of any rights or remedies hereunder. Assignee shall have the full right, power and authority to enforce this Assignment, or any of the terms, convents or conditions hereof, at any time or times that Assignee shall deem fit. 10) Any notice required or permitted to be given hereunder shall be in writing and shall be considered properly given if mailed by first -class United States mail, postage prepaid, registered or certified, with return receipt requested, or by delivering such in person to the intended addressee or by prepaid telegram. Notice so mailed shall be effective upon the expiration of three (3) business days after its deposit. Notice given in any other manner shall be effective only if and when received by addressee. For purposes of notice, the addresses of the parties shall be as set forth below; Collateral Assignment of Promissory Note Page 4 provided, however, that any party shall have the right to change such party's address for notice hereunder to any other location within the continental United States by giving of thirty (30) days' notice to all other parties in the manner set forth hereinbelow: If to Assignor: If to Assignee: By: By: Salt River Motor, Inc. Darin Neuenschwander P.O. Box 1735 Afton, WY 83110 1 Bank P.O. Box 1620 Afton, WY 83110 11) The full performance by Assignor of its obliigations under the terms of the Neuenschwander Promissory Note and the obligations specified therein shall render this Assignment void. 12) This Assignment applies to and binds the parties hereto and their respective heirs, administrators, executors, successors and assigns. Any provision in any other agreement creating rights in Assignee other than those created herein, shall be deemed incorporated herein by reference, and made a part hereof for all purposes. 13) This Assignment shall be governed by and construed in accordance with the laws of the State of Wyoming. 14) The parties agree that in the event any action or court proceeding is brought by either party to enforce the obligations under this Assignment, the prevailing party shall be entitled to recover any reasonable attorney's fees, together with court and collection costs. IN WITNESS WHEREOF, Assignor and Assignee have caused this instrument to be executed as of the date first above written. ASSIGNOR: Salt Ri, er Mot Joel Darin Neuenschwan s er Title: President ASSIGNEE: 1S BANK, a division of Glacier Bank Tristan Smith Title: Loan Officer Collateral Assignment of Promissory Note Page 5 0 '7'7 STATE OF WYOMING )ss. COUNTY OF LINCOLN The foregoing instrument was acknowledged before me by Joel Darin Neuenschwander, President of Salt River Motor, Inc, this 7 day of March, 2013. WITNESS my hand and official seal. Dya Count. Linc( y C. imisslon Expires STATE OF WYOMING )ss. COUNTY OF LINCOLN WITNESS my hand and official seal. Dyanna Parker Notary Public County of !r Mate of Lincoln Wyoming My Commiselon E Iros. Dyanna Parker Nota County of Lincokn 1 3. My Commlulon Expires Notary Ia vD9'1S The foregoing instrument was acknowledged before me by Tristan Smith, Loan Officer l s' Bank, a division of Glacier Bank, this "S day of March, 2013. Collateral Assignment of Promissory Note Page 6 SALT RIVER MOTOR, INC. MCDONALD PROMISSORY NOTE January 1.6, 2006 Page 1 of 3 PROMISSORY NOTE AMOUNT 600 000 Op DATE: FEBRUARY 2006 FOR VALUE RECEIVED, MICHAEL LLOYD MCDONALD and MARY KAYLENE MCDONALD, Husband and Wife, of 170 Braves Rd. Afton, Lincoln County, Wyoming, and MKM, HOLDINGS, LLC, a Wyoming Close Limited Liability Company, (Maker), promise to, pay to the order of SALT RIVER MOTOR, INC., a Wyoming Close Corporation, or its assigns, the sum of Six Hundred Thousand Dollars ($600,000.00). This Promissory Note (Note) shall bear interest at the rate of six and one half percent (6.5 per annum for a term of seventy -two (72) months and at the rate of seven percent (7 or one percent (1 over the Wall Stree Journal published prime rate for each subsequent year, following the initial term of six (6) years, whichever rate is greater, for the term of one hundred eighty (180) months. The total term of the Note shall be twenty -one (21) years. For the first six (6) years of the term of the Note the Maker may pay only the interest on the note on a monthly basis. Said payments shall be Three Thousand Two Hundred Fifty Dollars ($3,250.00) per month for seventy -two (72) months, commencing March 15, 2006, and due on the 15 of each subsequent month until February 15, 2012, inclusive. Maker may make additional payments during the first seventy -two (72) months which shall be applied to principal. After seventy -two months, theNote shall be paid at the minimum rate of Five Thousand Three Hundred Ninety -Three Dollars ($5,393.00), principle and interest, per month commencing March 15, 2012, and continuing on the same date of each succeeding month for fifteen (15) years until the balance of the promissory note, together with' interest thereon shall have been paid. Payments shall be first applied to interest and then the reduction of principle. Prepayments may be made at any time; early payments will not, unless agreed by,the.holder in writing, relieve the undersigned of its obligation to continue to make payments of $5,393.00 monthly thereafter. Notwithstanding the foregoing, the Maker may kiot prepay the full amount of this promissory note prior to seven years from the date of this promissory note. MNISSIT A101, rx 0'775 In case the Maker shall fail to pay any installment_payment at the time the same is due, and shall fail to cure said default within 10 days after receipt of written notice from Holder, the whole of the principle sure then remaining unpaid, together with the interest that shall have accrued thereon, shall at the election of the holder of this note become at once due and payable. Notice of non payment, dishonor, demand, and protest shall be provided to the Maker at the above address. Dated this iTs day of STATE OF WYOMING ss. COUNTY OF LINCOLN WITNESS my hand and official seal. My Commission Expires: ()9 SALT RIVER MOTOR, INC. MCDONALD PROMISSORY NOTE January 16, 2006 Page2of3 By: By: MICHAEL LLOYD MCDONALD y V -Y L' NE MCDONALD MK I HOLII�1S The foregoing instrument was acknowledged before me by MICHAEL LLOYD MCDONALD and MARY KAYLENE MCDONALD, Husband and Wife, Maker, this 7 (1 day of February, 2006. NOTARY PUBLIC HEIDI BROWN NOTARY PUBLIC County of State of Lincoln Wyoming My Commission Expires August 5, 2009 STATE OF WYOMING COUNTY OF LINCOLN SS. The foregoing instrument was acknowledged before me this day of February, 2006, by MICHAEL LLOYD MCDONALD and MARY KAYLENE MCDONALD, for MKM HOLDINGS, LLC. My Commission Expires: SALT RIVER MOTOR, INC. MCDONALD PROMISSORY NOTE January 16, 2006 Page 3 of 3 NOTARY PUBLIC HE DI BROWN NOTARY PUDUO County of as State of Lincoln Wyoming My Commission Expires August 8, 2000 MORTGAGE OOO MICHAEL LLOYD MCDONALD and MARY KAYLENE MCDONALD, Husband and Wife, Mortgagors, to secure the payment of Six Hundred Thousand Dollars ($600,000.00) due with interest thereon at the rate of six and one -half percent (6.5%) per year, for the first seventy -two months of the term of the promissory note, dated February 28, 2006, and at the rate of seven percent (7%) per year,'or one percent (1 over the Wall Street Journal published prime rate, whichever is greater, for the term of the following one hundred eighty months, (said sum and the interest thereon, being referred to as the indebtedness), payable in accordance with the provisions of that certain promissory note, dated February 28, 2006 hereby mortgage and warrant to SALT RIVER MOTOR, INC., a Wyoming Close Corporation, and its successors or assigns, Mortgagee, of Lincoln County, Wyoming to -wit: installment thereof; or if default occurs in any of the covenants and agreements hereof a fr a a 0 d th gr fo m Home and Real Property located at 170 Braves Rd. Afton, Lincoln County, Wyoming which is part of Lot 4 of Wild Flower Estates, Lincoln County, Wyoming as described on the official Plat No. 198 -B filed on September 26, 2003 as instruinent No.,, 893865 of the records of the Lincoln County Clerk. If default occurs in the payment of the indebtedness or in the payment of any nd Mortgagor fails to remedy such default within 10 days,of receipt of written notice om Mortgagee, then the whole indebtedness shall, at mortgagee's option, become due nd.payable forthwith,.and mortgagee may foreclose thisportgage either by dvertisement and sale,of the premises as provided by statute, or by an action in equity. ut of the proceeds of any foreclosure sale, mortgagee shall retain or. receive all sums ue to it hereunder, and costs of foreclosure and sale including reasonable attorney fees,. e same to be taxed as costs in any equitable action brought to foreclose this mortgage. To fully assure mortgagee the benefit of the security interests in the premises anted to it hereunder, mortgagors hereby assign to mortgagee all rents hereafter payable r the use and occupancy of the premises by any person in possession thereof with ortgagors' consent. If default occurs in any of the covenants and agreements herein contained, whether or not mortgagee elects to foreclosth0 mortgage on account thereof, Mortgage MKM HOLDINGS, LLC• Page 1 of 2 RECEIVED 8/25/20 at 10:15 AM RECEIVING 921704 BOOK: 631 PAGE 535 JEANP._ y j 7 mortgagee shall at once be entitled, and is hereby authorized, to collect the rents from the premises and to apply the same to the payment of the indebtedness secured hereby until such default is remedied. Hereby releasing and waiving all rights under and by virtue of the homestead exemption laws of the State of Wyoming. This Mortgage shall be subordinate only to the Mortgagors' existing first mortgage to First National Bank West recorded at Book #623 Page #257 in the records of the Lincoln County Clerk and Recorder, that encumbers the above property. Notwithstanding any of the foregoing, upon satisfaction of the promissory note to First National Bank West in the amount of $284,000.00 dated June 13, 2006, Mortgagee agrees to release this Mortgage by filing the necessary documents with the Lincoln County Clerk and Recorder and this Mortgage shall be of no further force and effect. WITNESS our hands this STATE OF WYOMING SS. COUNTY OF LINCOLN My Commission Expires: 0 t S day of, 2006. Mortgage MKM HOLDINGS, LLC Page 2' of 2 MICTAEL LLOYD MCDONALD The foregoing instrument was acknowledged before me this Y,,) day 2006, by MICHAEL LLOYD MCDONALD AND MARY f I 1 LENS MCDONALD, Husband and Wife, .....a HEIDI BROWN NOTARY PUBUO County of State of Lincoln Wyoming My Commission Expires August 5, 2009 References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing has been omitted due to text length limitations. Borrower: SALT RIVER MOTOR, INC JOEL DARIN NEUENSCHWANDER PO BOX 1735 AFTON, WY 83110 PROMISSORY NOTE Lender: 1st Bank, Division of Glacier Bank Afton 314 South Washington St. P.O. Box 1620 Afton, WY 83110 (307) 885 -3500 i0 7 f19 Principal Amount: $972,249.00 Date of Note: April 8, 2013 PROMISE TO PAY. SALT RIVER MOTOR, INC; and JOEL DARIN NEUENSCHWANDER "Borrower jointly and severally promise to pay to' 1st Bank, Division of Glacier Bank "Lender or order, in lawful money of the United States of America, the principal amount of Nine Hundred Seventy -two Thousand Two Hundred Forty -nine 00/100 Dollars ($972,249.00) or so much as may be outstanding, together with interest on the unpaid outstanding principal balance of each advance, calculated as described in the "INITEREST CALCULATION METHOD" paragraph using an interest rate of 6.250% per annum based on a year of 360 days. Interest shall be calculated from the date of each advance until repayment of each advance. The interest rate may change under the terms and conditions of the "INTEREST AFTER DEFAULT" section. PAYMENT. Borrower will pay this loan in full immediately upon Lender's demand. If no demand is made, Borrower will pay this loan in one payment of all outstanding principal plus all accrued unpaid interest on November 1, 2013. In addition, Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning May 5, 2013, with all subsequent interest payments to be due on the same day of each month after that. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to any late charges; and then to any unpaid collection costs. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. INTEREST CALCULATION METHOD. Interest on this Note is computed on a 365/360 basis; that is, by applying the ratio of the interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. All interest payable under this Note is computed using this method. This calculation method results in a higher effective interest rate than the numeric interest rate stated in this Note. PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. Except for the foregoing, Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments of accrued unpaid interest. Rather, early payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked "paid in full "without recourse or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: 1st Bank, Division of Glacier Bank; Afton; 314 South Washington St.; P.O. Box 1620; Afton, WY 83110. LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged 5.000% of the unpaid portion of the regularly scheduled payment or $10.00, whichever is greater. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the total sum due under this Note will continue to accrue interest at the interest rate under this Note. DEFAULT. Each of the following shall constitute an event of default "Event of Default under this Note: Payment Default. Borrower fails to make any payment when due under this Note. Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. Default in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's property or Borrower's ability to repay this Note or perform Borrower's obligations under this Note or any of the related documents. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note 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. Insolvency. The dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self -help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower 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. Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party of any of the indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note. Change In Ownership. Any change in ownership of twenty -five percent (25 or more of the common stock of Borrower. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of this Note is impaired. Insecurity. Lender in good faith believes itself insecure. LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance under this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount. ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's reasonable attorneys' fees and legal expenses, whether or not there is a lawsuit, including without limitation all reasonable attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law. GOVERNING LAW. This Note 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 Note has been accepted by Lender in the State of Wyoming. CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Lincoln County, State of Wyoming. DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $25.00 if Borrower makes a payment on Borrower's loan and the check or preauthorized charge with which Borrower pays is later dishonored. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and all such accounts, and, at Lender's option, to administratively freeze all such accounts to allow Lender to protect Lender's charge and setoff rights provided in this paragraph. PROMII NOTE Loan No: 61015277 (Continued) Page 2 COLLATERAL. Borrower acknowledges this Note is secured by the following collateral described in the security instruments listed herein: (A) a Mortgage dated April 8, 2013, to Lender on real property located in LINCOLN County, State of Wyoming. (B) a note or an instrument described in a Commercial Pledge Agreement dated April 8, 2013. LINE OF CREDIT. This Note evidences a straight line of credit. Once the total amount of principal has been advanced, Borrower is not entitled to further loan advances. Advances under this Note may be requested either orally or in writing by Borrower or as provided in this paragraph. Lender may, but need not, require that all oral requests be confirmed in writing. All communications, instructions, or directions by telephone or otherwise to Lender are to be directed to Lender's office shown above. The following person or persons are authorized, except as provided in this paragraph, to request advances and authorize payments under the line of credit until Lender receives from Borrower, at Lender's address shown above, written notice of revocation of such authority: JOEL DARIN NEUENSCHWANDER, President of SALT RIVER MOTOR INC; and JOEL DARIN NEUENSCHWANDER, Individually. UNLIMIDED ADVANCES. Borrower agrees to be liable for all sums either: (A) advanced in accordance with the instructions of an authorized person or (B) credited to any of Borrower's accounts with Lender. The unpaid principal balance owing on this Note at any time may be evidenced by endorsements on this Note or by Lender's internal records, including daily computer print -outs. SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender and its successors and assigns. GENERAL PROVISIONS. This Note is payable on demand. The inclusion of specific default provisions or rights of Lender shall not preclude Lender's right to declare payment of this Note on its demand. If any part of this Note cannot be enforced, this fact will not affect the rest of the Note. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Each Borrower understands and agrees that, with or without notice to Borrower, Lender may with respect to any other Borrower (a) make one or more additional secured or unsecured loans or otherwise extend additional credit; (b) alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (c) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (d) apply such security and direct the order or manner of sale thereof, including without limitation, any non judicial sale permitted by the terms of the controlling security agreements, as Lender in its discretion may determine; (e) release, substitute, agree not to sue, or deal with any one or more of Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; and (f) determine how, when and what application of payments and credits shall be made on any other indebtedness owing by such other Borrower. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several. PRIOR TO SIGNING THIS NOTE, EACH BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE. EACH BORROWER AGREES TO THE TERMS OF THE NOTE. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. BORROWER: rib- EL DARI EUE WANDE_ AL IV OTOR, INC TO', INC SALT B LENDER: IV OEL DARIN ENS HWANDER, Irr." idually 1ST BANK, DIVISION OF GLACIER BANK Tristan Smith, Loan Officer LASER PRO Landing, Var. 13.1.0.004 Copr. Harland Financial Solutions, In,. 1997, 2013. All Rights Reserved. WY L:ICFRLPL1020.FC 70.18866