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COLLATERAL ASSIGNMENT OF PROMISSORY NOTE 0 7 9 0
THIS COLLATERAL ASSIGNMENT OF PROMISSORY NOTE, is dated as of the
18th day of July, 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
RECEIVED 7/31/2013 at 11:18 AM
RECEIVING 972345
BOOK: 816 PAGE: 790
WITNESSETH: JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
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 Kaylene 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 One hundred Twenty Five Thousand Nine Hundred Fifty
Seven and 50 cents ($125,957.50) 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
due 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:
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;
0791
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.
Collateral Assignment of Promissory Note
Page 3
0792
Collateral Assignment of Promissory Note
Page 4
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 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
0793
0794
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; 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:
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 obligations 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.
Collateral Assignment of Promissory Note
Page 5
STATE OF WYOMING
)ss.
COUNTY OF LINCOLN
By:
The foregoing instrument was acknowledg
President of Salt River Motor, Inc, this day o
BARBARA MARTIN NOTARY PUBLIC
County of State of
Lincoln Wyoming
MY COMMISSION EXPIRES: April 30, 2016
STATE OF WYOMING
)ss.
COUNTY OF LINCOLN
WITNESS my hand and official seal.
WITNESS my hand and official seal.
ASSIGNOR:
Sal Ri r
Joe
rin Neu schwander
Title: President
ASSIGNEE:
lst BANK, a division of Glacier Bank
ristan Smith
Title: Loan Officer
re by Joel Darin Neuenschwander,
2013.
The foregoing instrument was acknowledged before me by Tristan Smith, Loan Officer
1 Bank, a division of Glacier Bank, thisi l day ofd, 2013.
Collateral Assignment of Promissory Note
Page 6
0795
TERESA BRUCE NOTARY PUBLIC
County of
Lincoln
State of
Wyoming
My Commission Expires May 7, 2017
PROMISSORY NOTE
ANIOUNT: 5600 000.00
DATE_ I" r
I �F P.UAn�I 2006
FOR VALUE RECE.IVED, MICHAEL .LLOYD MCDONALD
and MARY
I(AYLENE MCDONALD, .Husband and Wife, of 170 Braves .Rd. Afton Lincoln
oln
County, Wyoming, and NII(M, HO.I...DINGS, 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 Thou.sa.nd Dollars
($600,000.00). This Promissory Note (Note) shall bear intei ;st at the rate of six and one-
1G
half percent (6.5 per annum for a term of seventy-two (7 :X) months and at the rate of
seven percent (7 or one percent: (1 %v) over the Wall Stree'.:Iournal published prime rate
ate,
for each subsequent year, following the initial tern] of six (6) years, whichever rage 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
b
March 15, 2006, and due on the 15` of each subsequent inpnt:h 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 trvi� months, t:he >Note shall be paid at the rninimmn rate of Five
Thousand Three Hundred Ninety -Three Dollars ($5,39100), principle and interest, per
month commencing March 15, 2012, and continuing on the same date of each
succeeding mon1;1] 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.rnade a1: 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 not prepay the full amount of this .promissory note prior to
seven years from the date :of this promissory note.
SALT RIVER MOTOR, INC.
MCDONALD. PROMISSORY NOTE
January 1.6, 2006
Page 1 of 3
I yr; fr L ,:y l>
,.:�c' sir l�tati. I
079
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 sum then remaining unpaid, together with the
interest that shall have accrued thereon, shall at the election of the holder of this not-
c
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 day of
STATE OF WYOMING
COUNTY OF LINCOLN
My Commission Expires:
ss.
WITNESS my hand and official seal.
SALT RIVER MOTOR, INC.
MCDONALD PROMISSORY NOTE
January 16, 2006
Page 2 of 3
_erdrst- covt.,, 2006
MICHAEL LLOYD M DOC NALD
.:<4,e, 9 /1
LAVE MCDONALD
MKM'HOL J
a:TN'CY v LC
ty L y�,a
By:
foregoing instrument was acknowledged before me by MICHAEL LLOYD
MCDONALD and MARY KAYLENE MCDONALD, Husband and Wife, Maker, this
P'
day of February, 2006.
NOTARY PUBLI
H
EJDI BROWN NOTARY PUBLIC County ofi State of
Lincoln Wyoming
My Commisefoh Expires August 5, 2009
b awe ++r hvpar�.Rra.w6,a,4a. w4
797
STATE OF WYOMING
COUNTY OF LINCOLN
SS.
7
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 PUBT:fC
1-18DI BROWN -NOTARY PUBUO
e
County of of
Stat
Lincoln (111-
4 i f Wyoming
My Commission Expires August 62009
798
advertisement and sale, of the p
Out of the proceeds of any fore
MORTGAGE 0799
MICHAEL LLOYD MCDONALD and MARY KAYLENB MCDONALD,
Husband and Wife, Mortgagors, Lo secure the payment of Six Hundred Thousand Dollars
clue 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, 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.
RIVER MOTOR, INC, a Wyoming Close Corporation, and its successors or assigns,
Mortgagee, of Lincoln County, Wyoming to-wit:
Hothe 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
046tibed on the official Plat No. 198-13 filed on September 26, 2003 as
trument No.„ 893865 of the records of the Lincoln County Clerk.
If default occurs in the payment of the indebtednes.s or in the payment of any
installment thereof; or if default occurs in any of the covenants and agreements hereof,
and Mortgagor fails to remedy such default within 10 day of receipt of written notice
from Mortgagee, then the whole indebtedness shall, at mOrtgagee's option, become due
and payable forthwith, :and mortgagee may foreclose thisportgage either by
o as the indebtedness), payable in accordance with the provisions of that certain
romissory note, dated February 28, 2006 hereby mortgage and warrant to SALT
remises as provided by statt4e, or by an action in equity.
closure sale, mortgagee retain or.receive all sums
due to it hereunder, and costs of foreclosure andsale including reasonable attorney fees,
the 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
granted to it hereunder, mortgagors hereby assign to rnoqggee all rents hereafter payable
for the use and occupancy of the premises by any persoii,in possession thereof with
mortgagors' consent. If default occurs in any of the covenants and agreements herein
contained, whether or not rnortga.gee elects to foreclose mortgage on account thereof,
Mortgage
1VIKM HOLDINGS, LLC.
Page 1 of 2
REC 8/ t 25 1 21
/20 0 1 0 4 :15 AM
BOOK: 631 PAGE: 535
JEANNE WAGNER
1 inure M rni INITY PPIK KFMME-IREF-.
mortgagee shall at once be entitled, and is hereby authorized, to collect the rents f e
from 0 8 0 0
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 udder and by virtue of the homestead
exemption laws of the Stale of Wyoming.
This Mortgage shall be subordinate only to the Mortgagors' existing first
mortgage to First National Bank West recorded at .l3ook #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
b b
agrees to release this Mortgage by filing the necessary documents with the ,Lincoln
County Clerk and Recorder and this Mortgage•shall be of. 110 further force and effect.
WITNESS our hands this i' clay of >tl�R r1 2006.
My Commission Expires:
Mortgage
NI.K vI HOLDINGS, l_ LC
Page 2'01'2
M:ICIIAEI •LLOYD MCDONALD
.!E M. 'D NAT.
STATE OF WYOMING
SS.
COUNTY OF LINCOLN
The foregoing instrument was acjtllowledged before me this 't:
day of
2006, by 'MICI:IAE:L LLOYD MCDONALD AND MARY
KAY MCDONALD, Husband and Wife.
HEIDI BROWN NOTARY PUBUO
County oo t :F,, State o
Lincoln Wyoming
N1y Comrni ssion Expires August 5, 200
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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.
EXHIB± J.
PROMISSO... .JOTE
rower: SALT RIVER MOTOR, INC
DARIN NEUENSCHWANDER
432 CMR LANE
ETNA, WY 83118
Lender:
1st Bank, Division of Glacier Bank
Afton
314 South Washington St.
P.O. Box 1620
Afton, WY 83110
(307) 885 -3500
rincipal Amount: $125,957.50 Date of Note: July 18, 2013
ROMISE TO PAY. SALT RIVER MOTOR, INC; and DARIN NEUENSCHWANDER "Borrower jointly and severally promise to pay to 1st Bank,
ivision of Glacier Bank "Lender or order, in lawful money of the United States of America, the principal amount of One Hundred Twenty -five
housand Nino Hundred Fifty -seven 50/100 Dollars ($125,957.50) or so much as may be outstanding, together with interest on the unpaid
utstanding principal balance of each advance, calculated as described in the "INTEREST CALCULATION METHOD" paragraph using an interest
to of 6.500% per annum based on a year of 360 days. Interest shall be calculated from the date of each advance until repayment of each
dvance. The interest rate may change under the terms and conditions of the "INTEREST AFTER DEFAULT" section.
AYMENT, Borrower will pay this loan in full immediately upon Lender's demand. If no demand is made, Borrower will pay this loan in one
ayment of all outstanding principal plus all accrued unpaid interest on October 17, 2013. In addition, Borrower will pay regular monthly
ayments of all accrued unpaid interest due as of each payment date, beginning August 18, 2013, with all subsequent interest payments to be
ue on the same day of each month after that. Unless otherwise agreed or required by applicable law, payments will be applied first to any
ccrued unpaid interest; then to principal; then to any late charges; and then to any unpaid collection costs. Borrower will pay Lender at
ender's address shown above or at such other place as Lender may designate in writing.
IAXIMUM INTEREST RATE. Under no circumstances will the interest rate on this Note exceed the lesser of 18.000% per annum or the
taximum rate allowed by applicable law.
TEREST CALCULATION METHOD. Interest on this Note is computed on a 365/360 basis; that is, by applying the ratio of the interest rate
ver a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days tho principal balance is
utstanding. All interest payable under this Note is computed using this method. This calculation method results in a higher effective interest
ate than the numeric interest rate stated in this Note.
'REPAYMENT. 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
ubject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. Except for the
oregoing, Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed
o by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments of accrued unpaid interest. Rather, early
)ayments 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
vill remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check
)r other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other
onditions 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.
_ATE CHARGE. If a payment is 10 days or more late, Borrower will be charged 5.000% of the unpaid portion of the regularly scheduled
)ayrnent or $10.00, whichever is greater.
NTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the total sum due under this Note will continue to accrue
nterest at the interest rate under this Note.
0801
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
oan No: 61016176 (Continued) Page 2
nd all such accounts, and, at Lender's option, to administratively freeze all such accounts to allow Lender to protect Lender's charge and setoff
ghts provided in this paragraph.
:OLLATERAL. Borrower acknowledges this Note is secured by the following collateral described in the security instrument listed herein:
ollateral described in a Commercial Security Agreement dated July 18, 2013.
INE OF CREDIT. This Note evidences a straight line of credit. Once the total amount of principal has been advanced, Borrower is not entitled
further loan advances. Advances under this Note may be requested either orally or in writing by Borrower or as provided in this paragraph.
ender may, but need not, require that all oral requests be confirmed in writing. All communications, instructions, or directions by telephone or
therwise to Lender are to be directed to Lender's office shown above. The following person or persons are authorized to request advances and
uthorize payments under the line of credit until Lender receives from Borrower, at Lender's address shown above, written notice of revocation
f such authority: DARIN NEUENSCHWANDER, President of SALT RIVER MOTOR, INC. Borrower agrees to be liable for all sums either: (A)
dvanced in accordance with the instructions of an authorized person or (B) credited to any of Borrower's accounts with Lender. The unpaid
'rincipal balance owing on this Note at any time may be evidenced by endorsements on this Note or by Lender's internal records, including daily
omputer print -outs. Lender will have no obligation to advance funds under this Note if: (A) Borrower or any guarantor is in default under the
errns of this Note or any agreement that Borrower or any guarantor has with Lender, including any agreement made in connection with the
igning of this Note; (B) Borrower or any guarantor ceases doing business or is insolvent; (C) any guarantor seeks, claims or otherwise
ttempts to limit, modify or revoke such guarantor's guarantee of this Note or any other loan with Lender; (D) Borrower has applied funds
irovided pursuant to this Note for purposes other than those authorized by Lender; or (E) Lender in good faith believes itself insecure.
;UCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives,
uccessors and assigns, and shall inure to the benefit of Lender and its successors and assigns.
3ENERAL PROVISIONS. This Note is payable on demand. The inclusion of specific default provisions or rights of Lender shall not preclude
.ender'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
slote. 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
insecured loans or otherwise extend additional credit; (b) alter, compromise, renew, extend, accelerate, or otherwise change one or more times
he 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
)f the controlling security agreements, as Lender in its discretion may determine; (e) release, substitute, agree not to sue, or deal with any one
tr more of Borrower's sureties, endorsers, or other guarantors on any terrns or in any manner Lender may choose; and (f) determine how,
'hen and what application of payments and credits shall be made on any other indebtedness owing by such other Borrower. Borrower and any
)they person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of
iishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether
is 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
s made. The obligations under this Note are joint and several.
'RIOR TO SIGNING THIS NOTE, EACH BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE. EACH BORROWER
A GREES TO THE TERMS OF THE NOTE.
3ORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.
3ORROWER:
SA R IT' yER MO OR, INC
D;4f31N0 WANII>R;" of SALT
RI ER MOTO•, INC
DARTN- NEUEVSCHWANDER,.'I tliv
LENDER:
1ST BANK, DIVISION OF GLACIER BANK
T'RISTAN SMITH./ oan Officer
PROMISSORY NOTE
LASER PRO Coding, On, 17.7.20.010 Copy. Hn■l,n,l 1 inuneinl Snlulinns. Inn. 1997, 2013, All Ri01Hn Nwsn WV G:1111n1\F0ICFOLPL1020.FC 911.6711 96.677
0802