HomeMy WebLinkAbout979490Date:
979490 11/25/2014 3:45 PM
LINCOLN C OUNTY FEES: $54.00
BOOK: 8 PAGE: 66 MORTGAGE
JEANNE WAGNER, LINCOLN COUNTY CLERK
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FIRST MORTGAGE
Schedule of Pertinent Terms
November 25, 2014
PAGE 1OF 15
�uasaer
WYOMING Trl p_ a ESCROW
A MOTMSA LOUD CompAryT
Mortgagor: Sound Investment Partners, LLC, a Georgia limited liability company
Mortgagor's Mailing Address: 1840 Ridgefield Drive, Roswell, GA 30075
Mortgagee: Robert B. Salomon and Sharon Salomon, Trustees of the Salomon Family Revocable
Trust, dated November 18, 2002, and any successor Trustee
(VI° Mortgagee's Mailing Address: P.O. Box 375, Freedom, Wyoming 83120
il Note(s):
Date: November 25, 2014
Amount: $2,500,000.00
Maker: Sound Investment Partners, LLC, a Georgia limited liability company
Payee: Robert Salomon and Sharon Salomon, Trustees of the Salomon Family
Revocable Trust, dated November 18, 2002, and any successor Trustee
Final Maturity Date: 48 months from the Date above written.
Terms of Payment: See Note
Property: The real property described in Exhibit "A" attached hereto and
incorporated herein by reference (the "Land together with all
improvements located thereon and all of Mortgagor's rights, interests,
tenements, reversions, remainders, appurtenances and hereditaments of
any nature; pertaining thereto, whether now owned or after acquired,
including, but not limited to, all easements benefiting the Land; declarant
rights (if any) associated with the Land; all of Mortgagor's licenses,
permits, certificates, consents, approvals and variances; all of Mortgagor's
drawings, designs, surveys, reports, studies, tests, plans and specifications
for design, development, construction, repair, improvement, operation or
ownership of the Property; all architectural approval rights associated with
the Land and the right, title and interest of Mortgagor in and to any and all
adjacent strips and gores between the Land and any abutting properties
and in land lying in or under the bed of any creek, stream or waterway or
any highway, avenue, street, road, alley, easement or right -of -way, upon
or proposed, in, on, across, abutting or adjacent to the Land (collectively
the "Property").
Prior Lien(s): None
Exceptions to Conveyance and Warranty: See Exhibit "B" attached hereto and incorporated
herein by reference.
First Mortgage (Sound Investment Partners, LLC /Salomon Family Revocable Trust) Page 1 of 16
For value received and to secure payment of the Note, Mortgagor hereby mortgages the
Property to Mortgagee. Mortgagor specially warrants and ;agrees to defend the title to the
Property against all persons lawfully claiming any interest in the Property by, through or under
Mortgagor. If Mortgagor pays the Note according to its terms, this Mortgage shall have no
further effect, and Mortgagee, upon request, shall release it and any of its other .liens or security
instruments on property of Mortgagor at Mortgagor's expense... Mortgagor represents that this
Mortgage and the Note are given for the following purpo es: To secure and evidence part
payment of the purchase,price of the Property. 1
A. a Mort or's Obli ations. Mort .r for Mortgagor and Mortgagor's successors, covenants
Mortgagor's g: ga og
and agrees:
1. to pay the secured indebtedness in accordance with the terms thereof or hereof, or when
the maturity thereof may be accelerated in accordance with the terms thereof or hereof
and to perform all of the obligations pursuant to this Mortgage, in full on or before the
date they are to be performed;
2. to pay, or cause to be paid prior to or when due all taxes, assessments and other
impositions of every character in.'respect of the Property, or any part thereof, and from
time to time, upon request of Mortgagee, to furnish Mortgagee evidence satisfactory to
Mortgagee of the timely payment of such taxes, assessments, or other impositions.
Notwithstanding anything in the Mortgage to the contrary, Mortgagor may, by
appropriate proceedings, contest the validity, applidability or amount of any 'tax or
assessment, so long as the contest is diligently pursued. Mortgagor shall not be or be
deemed to be in default under this Mortgage by reason or non payment of the contested
tax or assessment provided that (i) Mortgagor has provided Mortgagee with an 'escrow or
other' security reasonably acceptable' to. Mortgagee for the full amount of any tax or
assessment during the continuation of any contest, an'd (ii) in no event shall Mortgagor
permit a foreclosure of the lien securing. such tax or astessment;
3. to carry general liability insurance either by a sepa ate policy or an umbrella policy,
.payable quarterly or semiannually as determined by Mortgagor, with respect to the
Property in an amount not less than $1,000,000,001 per occurrence or claim and an
aggregate limit of not less than $2,00Q,000 per policyperiod or term, and covering such
risks as shall be reasonably satisfactory to Mortgagee;
4. to carry property casualty and loss insurance witli.respect to 'the Property in an.amount
not less than the full replacement cost of 'all on the Property, and covering
such risks as shall be reasonably satisfactory to Mortgagee, and to reflect that no policy
required by Mortgagee shall be cancelled by' the insurer unless at lean (30) days' prior
written notice of such cancellation shall'have been piovided to Mortgagee and to provide
that the policy shall be prepaid' quarterly or semiannually as determined by•Mortgagor
from the effective date of this Mortgage;
5. to cause all insurance so carried to contain provision that no policy shall be cancelled
by the insurer unless at least (30) days' prior written tiotioe of such cancellation shall have
been provided to Mortgagee, and contain a standa mortgage clause and to name
Mortgagee, as an additional .insured or be payable 'to Mortgagee, as its interest may
appear, to deliver the policies of insurance (or. satisfactory certificates evidencing the
First Mortgage (Sound Investment Partners, LLC /Salomon Famlp Revocable Trust) Page 2.of 16
existence thereof) to Mortgagee;
6. to pay, or cause to be paid, all premiums for such insurance at least thirty (30) days
before such premiums become delinquent, to furnish to Mortgagee satisfactory proof of
the timely making of such payments and to• deliver all renewal policies (dr satisfactory
certificates evidencing the existence thereof) to Mortgagee at least fourteen (14) days
before the expiration date of each expiring•policy;.
7. to comply with all legal requirement now, or in the future, applicable t� the Property and
its ownership, development; use and 'operation, and to comply with all, and not violate
any, easements, restrictions; agreements, covenants and conditions with respect to or
affecting the Property, or any part thereof;
8. except as otherwise expressly provided herein, to keep the Property in its 'current
condition, and at all times to maintain, preserve and keep the Property and all
appurtenances thereto in good repair and condition, and not to commit or permit any
waste on or of the Property, and not to do anything to the Property that impairs its value;
9. to pay promptly all bills for labor and materials incurred in connection with the Property
and never to permit to be fixed against the •Property; or any part thereof, any lien or
security interest, even though inferior to the liens and security interests hereof (and to
notify Mortgagee of any such liens and security interests), for any such bill which may be
legally due and payable, and never to permit to be 'created or exist in respect of the
Property, or any part thereof, any other or additional lien or security interest on a parity
with or superior to the liens and security interests hereof; provided, however, Mortgagor
may contest the. validity or amount of any claim. df any contractor or other person
providing labor, materials or services with respect to the Property,. an such contest on
the part of Mortgagor shall not be a default hereunder (provided Mortgagor notifies
Mortgagee of such contest), but only so long as during the pendency of any such contest
Mortgagor shall furnish 'to Mortgagee an indemnity bond with a corporate surety
satisfactory to Mortgagee or (other security acceptablel'to Mortgagee) in an amount equal
to the amount being contested plus a reasonable additional sum to cover potential costs,
interest and penalties, and provided further that Mortgagor shall pay any amount
adjudged by a court of competent jurisdiction to be due, with all costs, interest and
penalties thereon, before such judgment becomes a lien on any portion of the Property;
10. if Mortgagor or any beneficial owner of Mortgagor is a statutory limited liability entity,
to maintain 'continuously the legal existence of such entity in good standing and its right
to conduct business in the State of Wyoining to preserve and keep in. full force• and
effect Mortgagor's existence and rights;
11. to furnish promptly at any time and from time to, time, upon reasonable advance written
request, a written statement or affidavit in such form as shall be reasonably satisfactory to
Mortgagee, stating the unpaid balance of the secured indebtedness and that there are no
offsets or defenses against full payment of the secured 'indebtedness and the terms hereof,
or; if there are any such offsets and defenses,' specifying them; and to allow Mortgagee
and its agents, representatives and employees to' inspect the Property at reasonable times
following reasonable advance written notice to Mortgagor;
12. to perform, execute, acknowledge, deliver, record and)or file such further instruments, do
First Mortgage (Sound Investment Partners, LLC /Salomon Fami y Revocable Trust) Page 3 of 16
such further acts' and give such further assurances as may be reasonably necessary or
proper to (a) promptly implement the intent of the parties under this Mortgage and the
Promissory Note entered into between Mortgagor and Mortgagee of even date herewith
(collectively the "Loan Documents (b) promptly correct any defect, error or omission
which may be discovered in this Mortgage or the Loan Documents, and execute. any and
all additional documents, as may be reasonably requested by Mortgagee to correct such
defect, error or omission or to identify any additional properties which are or become
subject to this Mortgage; (c) assure Mortgagee a valid�and. direct first. lien and prior first
perfected security interest under this Mortgage and the�Loan Documents on the Property;
(d) create, perfect, preserve, maintain and protect the liens and security interests created
or intended to be created by this Mortgage and the Loan Documents; and (e) provide the
rights and remedies to Mortgagee granted. or provided. for by this Mortgage and. the Loan
Documents, Mortgagor, upon request of. Mortgagee, will execute, acknowledge, deliver
and record and /or file such further instruments and do such, further acts as may be
reasonably necessary, desirable or proper to carry ou more effectively the purposes of
this Mortgage and the Loan Documents, to subject to the liens and .security interests
thereof ny property intended by the terms thereof to be ,covered thereby, including
specifically, without limitation, any renewals, .additions, substitutions, replacements' or
appurtenances to the Property, and to complete, execute, record and file any document or
instrument reasonably necessary to place third parties on notice of the 'liens and security
interests granted .under this Mortgage and the Loan Documents.
13. that until the.. entire secured. indebtedness' shall ;have been. ,paid in full. anal all, of the
obligations shall have been fully performed and discharged or until siich tithe that the
Mortgage is foreclosed and Mortgagor is divested of all, possessory rights, .or a deed in
lieu of foreclosure is given and
a. Mortgagor. will not lrnowingly use, maintain,' operate or occupy; or allow the use,
maintenance, operation or occupancy of the 'Property' in' a mariner which (i)
violates •:any legal requirement or any federal, state., or local .law, rule. or
regulation, (ii) may be dangerous: unless safeguarded as required by law, (iii)
'constitutes a public or :private nuisance, or (iv) makes 'void, voidable or
cancelable, or increases thepremium of, any-insurance then-in force with•respect
thereto.
b. Mortgagor will not, without, the. prior written consent of Mortgagee, exercisable in
Mortgagee's reasonable discretion, create,. place, suffer or permit tobe. created or
placed or:, through anyact or failure to act, acquiesce in the placing :of to
remain,. any mortgage, pledge, .lien.. (statutory, constitutional`., or contractual),
security interest, encumbrance or charge:, on, .or conditional':rsale or other .title
retention agreement, other than the Permitted. Exceptions, ?mless`.th'e_ same are
expressly subordinate to the liens of the this Mortgage.: and. other. security
instruments, with respect to the Property...
c. Mortgagor not ,do anything ,to cause the abandonrn.ent: or loss of any water
rights 6r mineral rights appurtenant to the Property and, shall do. all things
reasonably necessary to preserve and protect such water rights....
d. Mortgagor will not, except as expressly provided below, cause or allow a Transfer
First Mortgage (Sound Investment Paltners,•LLC /Salomon Fam ly Revocable Ti'ust).Page 4.6f 16:
(as further described herein below) to occur with respect 'to the Property, or any
portion thereof, or with respect to any interest in or control of Mortgagor. If
Mortgagor shall sell, convey, assign, transfer, exchange or dispose of all or any
part of the Property or any interest therein (a "Transfer without the•prior written
consent. of Mortgagee (which consent may withheld with or without. cause),
Mortgagee may, at Mortgagee's option, declare the secured indebtedness
immediately clue and payable, which option may be exercised at any time upon or
following a Transfer. Mortgagee may in its sole discretion consent to a Transfer,
or, upon a Transfer made without Mortgagee's prior written consent (which
consent may be withheld in Mortgagee's sole 'and absolute discretion), and at
Mortgagor's request, decide not. to exercise such option, in which event
Mortgagee's consent or forbearance, as the case may be, may be predicated on
such terms and conditions as Mortgagee may, in its sole discretion require,
including, but not limited to, Mortgagee s approval of the transferees
creditworthiness and management ability, and the execution and delivery to
Mortgagee by such transferee, prior to a Transfer, of such written assumption
agreement containing such terms as Mortgagee may require, including, but not
limited to, a payment of a part of the remaining principal amount of the secured
indebtedness, a reasonable increase in the rate of interest payable on the Note, the
payment of an assumption fee not to exceed the maximum limit fixed or allowed
by law, a modification of the term of the Note, and such other terms as. Mortgagee
may require. Should a Transfer of all or any part of the Property or any interest in
the Property occur without the prior written consent of Mortgagee and payment of
any portion of the secured indebtedness is thereafter accepted by Mortgagee, such
acceptance shall not be deemed a waiver of the requirement of Mortgagee's
consent in writing thereto or with respect to any other Transfer. A Transfer shall
also. include the sale, exchange,. assignment, transfer, conveyance, encumbrance
or other Transfer of 50% or more (or transfers which in the aggregate equal or
exceed 50 of the ownership interests in Mortgagor or in any partnership which
is a partner within Mortgagor' or the: sale, exchange, assignment, transfer,
conveyance, encumbrance or other' Transfer of any other interest by reason of
which a controlling influence over the affairs of Mortgagor May be exercised by
such 'transferee or any other person or entity not in control of Mortgagor prior to
Transfer.
B. Certain Environmental Matters.
1. Definitions. As used in this Mortgage: (i) "Environmental Claim" means any
investigative, enforcement, cleanup, removal, containment, remedial or other
governmental or regulatory action at any time threatened, instituted or completed
pursuant to any applicable Environmental Requirement (hereinafter, defined) against
Mortgagor or against or with respect to the, Property or any use or activity .on the
Property, and any claim at any time threatened or made by a.ny.per$on against Mortgagor
or against or with respect to the Property or any use or ,activity on the Property, relating to
damage, contribution, cost, recovery, compensation, loss or injury resulting from any
Hazardous Substance (hereinafter defined);, (ii) 'Environmental .Requirement means any
legal requirement which pertains to ground or air or water. or noise pollution or
First Moitgage (Sound Investment Partners, LLC /Salomon Family Revocable Trust) Page 5.of 16'
contamination, undergrotmd'or aboveground tanks, health 'or the env'irontnent, including
without limitation, the Comprehensive• Environmental Response, Compensation and
Liability Act 6f 1980, as amended, the Resource Conservation and Recovery Act of 1976,
as amended; and (iii) "Hazardous Substance" means any substance, whether solid, liquid
or gaseous: (A) which is listed, defined or regulated as a "hazardous substance,"
"hazardous waste" or "solid waste" or otherwise classified as hazardous or toxic, in or
pursuant to any Environmental Requirement; or (B) which is or contains asbestos, radon,
any polychloriinated biphenyl, urea formaldehyde foam insulation or explosive or
radioactive• material; or (C) which causes or poses a threat to cause a contamination or
nuisance on the Property or on any.adjacent property or a hazard to the environment or to
the health or safety of persons on the Property. As used in this paragraph 3, the word "on"
when used .with respect to the Property or adjacent property means "on, in, under or
above."
2. Violations. During Mortgagor's ownership of the Property, Mortgagor will not
knowlingly cause or commit any violation of any Environmental Requirement by or with
respect to the Property or any use or activity on the Property or cause the attachment of
any environmental lien to the Property. During Mortgagor's ownership of the Property,
Mortgagor will not place, install, dispose of or release, or cause or allow the placing,
installation, disposal or release of, any Hazardous Substance or storage tank (or similar
vessel) on the Property and will keep the Property free of any Hazardous Substance;
provided, however, that such obligations shall not extend to :Hazardous Substances. or
storage tanks existing as of the date hereof. Notwithstanding anything to the contrary,
Mortgagor shall not be responsible for any such violation of any .Environmental
Requirement, the attachment of any environmental lien, the placement, installation,
disposal of or release of a Hazardous Substance or the (breach of any other environmental
covenant hereunder to the extent such are the direct or indirect result of
a. the existence of any Hazardous Substance bn the Property as of the date hereof or
b. a Hazardous Substance that enters the Property after the' date hereof from any
adjacent property owned directly or indirectly by Mortgagee or its, affiliates'.
3. Indemnification: Mortgagor shall defend, indemnify and hold Mortgagee and its
successors in interest harmless from and against any and all claims, suits proceedings,
causes of action, injuries, liabilities, loss, cost, damage (including, without limitation,
consequential damages) or expense (including, without limitation, reasonable attorneys'
and consultants' fees and disbursements whether suit is instituted or.not)'that Mortgagee
may sustain by reason of the assertion against Mortgagee by any party or any claim
relating .to any Environmental Claim, except those Environmental. Claims that are the
director indirect result of (i) actions or omissions by Mortgagee its employees or .agents,
a. the existence of any Hazardous Substance on the Property as.ofth'e date hereof or
b. a Hazardous Substance that enters the Property after the, date hereof' from Any
adjacent property owned directly or indirectly by Mortgagee. The foregoing
indemnification shall survive. repayment of all amounts Awed under the Note and
any release or assignment of this Mortgage.
4. Notice to 'Mortgagee. Mortgagor will promptly notify Mortgagee in writing, of any
First Mortgage (Sound Investment Partners, LLC /Salomon Family Revocable Trust) Page 6 .of 16
Environmental Claim. or of the discovery of any. Hazardous Substance on the Property as
soon. as Mortgagor first obtains knowledge thereof, .including a full description of the
nature and extent of the Environmental Claim and /pr Hazardous Substance and all
•relevant circumstances,
C, Mortgagee's.Rights
In addition to all other rights and remedies accorded to. Mortgagee in this Mortgage,. the Note
and under `JJyoining law;.Mortgagee shall have the following rights:
1. If the prooeed.s of the Note are used to pay any debt secured by prior liens'that.have been
caused by Mortgagor, Mortgagee is subrogated to all of the rights. and liens of the holders
of. alry debt so paid.
2. If Mortgagor fails to perform any of Mortgagor's obligations and such failure continues
for period of 15 days after written notice to Mortgagor, Mortgagee may perform those
obligations and be reimbursed by Mortgagor on demand at the place where the Note is
payable 'for any reasonable sums so paid, including reasonable attorneys' fees, plus
interest on those sums from the dates of payment at the rate stated in the Note for
matured, unpaid amounts. The sum to be reimbursed shall be secured by this Mortgage.
3 .If art Event of Default (as defined in the Not occurs or if Mortgagor fails. to perform any
of Mortgagor's obligations hereunder' and such failure continues for a period of twenty
(20) days after written notice to Mortgagor Mortgagee may (except as otherwise
expressly Provided in the LoariDooirmentS):
declare.the unpaid principal balance and earned interest on the Note immediately
due;
ui foreclose this lien by any means permitted under Wyoming law,, including but not
limited to, by advertisement and sale, in which case Mortgagee or Mortgagee's
agent shall give notice of the foreclosure sale.as provided by the laws of the State
of Wyoming as then in effect;
c. purchase the Property at any foreclosure sale by offering the highest bid and they:
have tb e bid credited On the Note;
d. have•the right to appoint.a receiver to carry.out'the foreclosure;
d. do•all things permitted under Wyoming ..law.regardin.g•foreclosure.S and:.,
f ake oossession of the Property to the extent pepnitted by Wyoming.l w.
4.. Mortgagor. shall• fail to .perform zany of the•..covenants, contained, n•.this Mortgage,
including, without limitation, Mortgagor's covenants to (i) pay the premiums in.respect of
all required insurance coverages, (ii) pay taxes and assessments; or, (iii') discharge liens
arid: encumbrances, Mortgagee may but shall not be obligated to,. make advances 'to
perform such covenant on°Mortgagor's behalf
behalf, and all sums.'so advanced•sha.11 be'mcluded
ire amounts 'owed pursuant to the Note and, to'the ekterit• permitted by applicable law,
sliall.'be secured-hereby. Mortgagor'shall repay on demand'all sums so, advanced by
..•Mortgagee on behalf.of Mortgagor:; withinterest at the:then applicable' rate :as provided in
..the.Note from th.e date of payment by Mortgagee to, the date of•reinibursement, Neither
F ftst Mortgage (Sound Investment Partners, "LLC /Salomo0 Family •evocable T rust): Page 7•of 16
the provisions of this paragraph nor any action taken by Mortgagee pursuant to the
provisions .of this paragraph shall prevent any such; failure to: observe any covenant
contained in this Mortgage from constituting an Event Of Default.
5. Mortgagor Shalrpermit Mortgagee, or its agents, to visit and inSpect the Property at such
reasonable times as may be requested by Mortgagee.
D. General.ProvisionS...
1. Any nd all covenants in this Mortgage may from time to time, by instrunient iti writing
Signed by Mortgagee and delivered, be waived to such extent and in "siich Manner 'as
Mortgagee may 'desire; in its sole and absolute discretion, but no' such waiver shall ever
iffeCt of irriPair•Mnrtgagee's rights or liens hereunder, except to the extent So specica*
stated:in such .written instrument. In addition,.rio failure to exercise" and no `delay on.the
it of Mortgagee in exercising any pbwer or right in connection herewith or under the
NOte shall operate as a waiver thereof, nor shall any single or partial exercise Of any such
right or power, or any abandonment or discontinuance' of steps to enforce such a right or
power, preclude any other or further exercise thereof or the exercise of any other right or
power. No course of dealing between Mortgagor and Mortgagee shall operate as a waiver
of any right of Mortgagee, No modification or waiver 'of any provision of. this Mortgage,
or any other document evidencing, securing or pertaining to the Note, nor any consent to
any departure therefrom, shall in any event be effective unless the same shall be in
writing and signed by the person against whom enfordement thereof is'to be sought, and
then such waiver or consent shall be effective only the speCifio instance and for. the
Purpose for which given. 1
2. If any of the Property is sold by virtue of foreclosure proceeding under this Mortgage,
Mortgagor shall immediately surrender pOssession: to the purchaser to the extent
permitted under 'Wyoming law. If Mortgagor fails to do so, Mortgagor shall become a
tenant at sufferance of the purchaser, subject to an actin for forcible detainer.
3. The lien of this Mortgage shalltemain superior to liens later created even if the time of
payment of all or part ofthe Note is 'extended or part 'of the Property is released.:
4. If any portion of the Note cannot be lawfully secured b'Y this Mortgage, payments shall be
applied first to discharge that portion.
5, Mortgagor assigns to Mortgagee all sums payable to or received by Mortgagor from
condemnation of all or part .of. the Property. After deducting any reasonable' expenses
incurred; including reasonable attorneys' fees and court and other costs, Mortgagee may
release any remaining sums to Mortgagor or apply such sums to reduce the Note.
Mortgagee .shall not be liable for failure to collect onto exercise diligence in collecting
any Such 'sums. Mortgagor shall .hnmediately give Mortgagee notice of any actual or
threatened proceedings for .condemnation of all or partiof the Property...
6. Interest on the debt secured by this Mortgage shall not exceed the Maxinium of
non-usurious interest that may be 'contracted for, taken, 'reseift.d,....charged,. or received
unclerWyoming laW.. Any interest in ekcoss of the mAinium.amonnt will credited on
the principal of the debt or, if that has been paid, .:refunded. On any acceleration or
required or permitted prepayment, 'any stfch 'excess will be canceled automatically as of
the acceleration or prepayment or if alreadypaid, credited on the principal of the debt or,
First Mortgage (Souricl Investment Partnep, LLC/Salomon Family Revocable Trust) P age 8 of 16
if the principal of the debt has been paid, refunded. This provision overrides other
provisions in this and all other instruments concerning the debt:
7. When the context requires, singular nouns and pronouns include the plural.
8. The .term "Note" includes all sums. secured by this Mortgage. The term "affiliate(s)"
means representatives, agents, successors and assigns.
9. This Mortgage shall bind, inure to the benefit of, and be exercised by successors in
interest of all parties.
10. If Mortgagor and Maker are not the same person(s),.tlie term "Mortgagor" shall include
Maker.
11. Except for notices expressly provided for herein or in the Note, Mortgagor and. each
surety, endorser and guarantor. of the Note waive demand for..payment, presentation for
payment; notice of intention to accelerate maturity, notice of acceleration of maturity,
protest and notice of protest, to the extent permitted bylaw.
12. If there is an Event of Default and this Mortgage is placed in the hands of any attorney
for enforcement, Mortgagor agrees to pay reasonable attomey's fees and court and other
costs of enforcing Mortgagee's right under this Mortgage.
13. If any provision of this Mortgage is determined to !be invalid or unenforceable, the
validity or enforceability of any other provision will not be affected.
.14. Notice. Any notice, demand or other: communication required to be given or to be served
upon any party hereunder (except for notices of a foreclosure sale, which shall be given
in the manner otherwise required therefor in this Mortgage) shall be given in accordance
with the provisions of this section. All notices, demands or other •communications must
be in writing and shall be delivered to the party to whoin the notice is directed either (i) in
person, (ii) by United States Mail to the address set forth on page 1 of this Mortgage, or
(iii) by delivery service. Notices delivered by United States Mail shall-be deemed given
and received when deposited in a post office or other depository under the care or
custody of the United States Postal Service; enclosed a.wrapper, addressed properly,
with proper postage affixed, if sent via certified or registered snail, return receipt
requested. Any notice, demand or other communication given other, than by certified or
registered mail, return receipt requested as. above provided, shall be deemed to: have been
given and received when delivered to and received by:the party to whom is addressed.
Any party entitled to receive notices pursuant to this section may at any time, by giving
five days prior written notice to the other party entitled to receive notices pursuant to this•
section, designate any other address in substitution of its foregoing address to which such
notices, demands or other communications shall be given.
15. Full Release. This Mortgage shall be released in full upon the payment in full of the Note.
The form of the release of lien must be reasonably acceptable to Mortgagee.
IN WITNESS WHEREOF, this Mortgage has been executed by the Mortgagor effective the
date first set forth above.
First Mortgage (Sound Investment Partners, LLC %Salomon Family Revocable Trust) Page 9 of 16
Sound Investment Partners, LLC, a Georgia limited liability company
Keith David Osborn, Manager
STATE. OF G
SS.
COUNTY OF Cc \b
The foregoing instrument was acknowledged before me by Keith David Osborn as
Manager of Sound. Investment Partners, LLC this 2,Z,day of
Nn ,20I0
00001011atttro P e,,,
¢1 'Ass 11,and official seal.
se t O 'v0\4088/04°, .OS,
S161; o R r m Notary Public
`O Gg�;� My commission expires:
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AFTER RECORDING.RETURN TO:
Robert Salomon and Sharon Salomon,
Trustees of the Salomon Family Revocable Trust, dated November 1.8, 2002
P.O, Box 375
Freedom, Wyoming 83120
Exhibits:
A Legal Description of the Land
B Permitted Exceptions
First Mortgage (Sound Investment Partners, LLC /Salomon Family Revocable Trust) Page 10 of 16
CG}ClIT. LEGAL
PIDN: 3619- 281 -00 -006
EXHIBIT "A"
LEGAL DESCRIPTION
Order No. 12201 -143
Version 3
AMEND
THE LAND DESCRIBED HEREIN IS SITUATED IN THE STATE OF WYOMING, COUNTY OF
LINCOLN, UNINCORPORATED AREA, AND IS DESCRIBED AS FOLLOWS:
LOT 21 DOUBLE L RANCH EAST SUBDIVISION RECORDED MARCH 7, 2007 AS DOCUMENT
NUMBER 927452, IN THE OFFICE OF THE CLERK OF LINCOLN COUNTY, WYOMING.
1
Exhibit B
SCHEDULE B SECTION II
STANDARD EXCEPTIONS
Order No. 12201 -143
AMEND Version 3
Schedule B of the policy or policies to be issued will contain exceptions to the following matters unless the
same are disposed of to the satisfaction of the Company.
A. Defects, liens, encumbrances, adverse claims or other matters, if any, created, first appearing in the
public records, or attaching subsequent to the effective date hereof but prior to the date the proposed
Insured acquires for value of record the estate or interest or mortgage thereon covered by
this commitment.
B. STANDARD EXCEPTIONS:
(1) Taxes or assessments which are not shown as existing liens by the records of any taxing authority
that levies taxes or assessments on real property or by the Public Records: Proceedings by a public
agency which may result in taxes or assessments, or notices of such proceedings, whether or not
shown by the records of such agency or by the Public Records.
(2) Any facts, rights, interests, or claims which are not shown by the Public Records, but which could
be ascertained by an inspection of the Land or by making inquiry of persons in possession thereof.
(3) Easements, liens, or encumbrances, or claims thereof, which are not shown by the Public Records.
(4) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title
that would be disclosed by an accurate and complete land survey of the Land and not shown by the
Public Records.
(5)
(a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the
issuance thereof; (c) water rights, claims or title to water; (d) any right title or interest in
any sand and gravel and /or minerals including access to and from to extract minerals, mineral rights,
or related matters, including, but not limited to oil, gas, coal and other hydrocarbons, whether or
not the matters excepted under (a), (b), (c) or (d) are shown by the Public Records.
(6) Any lien or right to a lien for services, labor, or material heretofore or hereafter furnished,
imposed by law and not shown by the Public Records.
STG.ax
Wyoming Title Escrow Company, Inc.
Policy Issuing Agent for Stewart Title Guaranty Company
At the date hereof exceptions to coverage in addition to the printed Exceptions and Exclusions in said policy form
would be as follows:
COMBII.BPECIAL
SCHEDULE B SECTION II
SPECIAL EXCEPTIONS
Order No. 12201443
AMEND Version 3
ASSESSMENTS FOR THE DOUBLE L RANCH HOMEOWNERS ASSOCIATION, IF ANY, WHICH
ARE EXCEPTED FROM THE COVERAGE AFFORDED HEREBY.
ALL RIGHTS, TITLES OR INTERESTS IN MINERALS OF ANY KIND, OIL, GAS, COAL OR
OTHER HYDROCARBONS AND THE CONSEQUENCES OF THE RIGHT TO MINE OR REMOVE
SUCH SUBSTANCES INCLUDING, BUT NOT LIMITED TO EXPRESS OR IMPLIED EASEMENTS
AND RIGHTS TO ENTER UPON AND USE THE SURFACE OF THE LAND FOR EXPLORATION,
DRILLING OR EXTRACTION RELATED PURPOSES.
(THIS COMMITMENT/POLICY DOES NOT PURPORT TO DISCLOSE DOCUMENTS OF RECORD
PERTAINING TO THE ABOVE REFERENCED RIGHTS.)
(A) UNPATENTED MINING CLAIMS; (B) RESERVATIONS OR EXCEPTIONS IN PATENTS OR
IN ACTS AUTHORIZING THE ISSUANCE THEREOF; (C) WATER RIGHTS CLAIMS OR TITLE
TO WATER, (D) ANY RIGHT TITLE OR INTEREST IN ANY SAND AND GRAVEL AND /OR
MINERALS INCLUDING ACCESS TO AND FROM TO EXTRACT MINERALS, MINERAL RIGHTS,
OR RELATED MATTERS, INCLUDING, BUT NOT LIMITED TO OIL, GAS, COAL AND
OTHER HYDROCARBONS, WHETHER OR NOT THE MATTERS EXCEPTED UNDER (A), (B),
(C) OR (D) ARE SHOWN BY THE PUBLIC RECORDS.
ALL MATTERS AS DELINEATED ON THE OFFICIAL PLAT OF "DOUBLE L RANCH EAST
SUBDIVISION ON FILE AND OF RECORD WITH THE LINCOLN COUNTY CLERK AND
RECORDER, LINCOLN COUNTY, WYOMING, PLAT NO. 927425.
Wyoming Title Escrow Company, Inc.
Policy Issuing Agent for Stewart Title Guaranty Company
COH IIT.OII.O
SCHEDULE B SECTION II
EXCEPTIONS continued
Order No. 12201 -143
AMEND Version 3
SAID PLAT, RECORDED MARCH 07, 2007, INSTRUMENT NO. 927425, OFFICIAL
RECORDS.
AN EASEMENT OVER SAID LAND FOR AND IN CONNECTION WITH THE INSTALLATION OF
MEASURES TO STABILIZE ERODING BANKS OF THE SALT RIVER AND INCIDENTAL
PURPOSES, AS GRANTED STAR VALLEY CONSERVATION DISTRICT, RECORDED JULY 16,
1980, AS INSTRUMENT NO. 542660, OFFICIAL RECORDS.
AN EASEMENT OVER SAID LAND FOR ELECTRIC DISTRIBUTION LINES AND INCIDENTAL
PURPOSES, AS GRANTED LOWER VALLEY POWER AND LIGHT, INC., RECORDED JUNE 23,
2006, AS INSTRUMENT NO. 919601, OFFICIAL RECORDS.
AN EASEMENT OVER SAID LAND FOR TELECOMMUNICATIONS LINES AND INCIDENTAL
PURPOSES, AS GRANTED SILVER STAR TELEPHONE COMPANY, INC., RECORDED AUGUST
22, 2006, AS INSTRUMENT NO. 921566, OFFICIAL RECORDS.
NOTICE OF UNITED STATES' PROPERTY INTERESTS FOR ETNA GAGING STATION AND
FOR ACCESS TO THE ETNA GAGING STATION, RECORDED NOVEMBER 21, 2006,
INSTRUMENT NO. 924686, OFFICIAL RECORDS.
AN EASEMENT OVER SAID LAND FOR PERMANENT PUBLIC FISHING AND WATERFOWL
HUNTING EASEMENT AND INCIDENTAL PURPOSES, AS GRANTED STATE OF WYOMING,
WYOMING GAME AND FISH COMMISSION, RECORDED DECEMBER 06, 2006, AS
INSTRUMENT NO. 925063, OFFICIAL RECORDS.
TERMS, PROVISIONS, COVENANTS, CONDITIONS, RESTRICTIONS AND EASEMENTS,
PROVIDED IN THE COVENANTS, CONDITIONS AND RESTRICTIONS, BUT OMITTING ANY
COVENANT, CONDITION OR RESTRICTION, IF ANY, BASED ON RACE, COLOR,
RELIGION, SEX, HANDICAP, FAMILIAL STFUS OR NATIONAL ORIGIN UNLESS AND
ONLY TO THE EXTENT THAT THE COVENANT, CONDITION OR RESTRICTION (A) IS
EXEMPT UNDER TITLE 42 OF THE UNITED STATES CODE, OR (B) RELATES TO
HANDICAP, BUT DOES NOT DISCRIMINATE AGAINST HANDICAPPED PERSONS, IN
DOCUMENT RECORDED DECEMBER 30, 2009, AS INSTRUMENT NO. 951332, OFFICIAL
RECORDS.
CONTAINS: HOMEOWNERS ASSOCIATION CHARGES, ASSESSMENTS AND LIENS.
ANY ADVERSE CLAIM BASED UPON THE ASSERTION THAT: (A) SOME PORTION OF SAID
LAND HAS BEEN CREATED BY ARTIFICIAL MEANS, OR HAS ACCRETED TO SUCH PORTION
SO CREATED, (B) SOME PORTION OF SAID LAND HAS BEEN BROUGHT WITHIN THE
BOUNDARIES THEREOF BY AN AVULSIVE MOVEMENT OF SALT RIVER, OR HAS BEEN
Wyoming Title Escrow Company, Inc.
Policy Issuing Agent for Stewart Title Guaranty Company
COMDIIT.8II.0
SCHEDULE B SECTION II
EXCEPTIONS continued
FORMED BY ACCRETION TO ANY SUCH PORTION.
Order No. 12201 -143
AMEND Version 3
ALL RIGHT, TITLE OR CLAIM OR ANY CHARACTER BY THE UNITED STATES, STATE,
LOCAL GOVERNMENT OR BY THE PUBLIC GENERALLY IN AND TO ANY PORTION OF THE
LAND LYING WITHIN THE CURRENT OR FORMER BED, OR BELOW THE ORDINARY HIGH
WATER MARK, OR BETWEEN THE CUT BANKS OF A STREAM NAVIGABLE IN FACT OR IN
LAW.
RIGHTS OF UPPER AND LOWER RIPARIAN OWNERS IN AND TO THE FREE AND
UNOBSTRUCTED FLOW OF THE WATER OF THE AMES -GOULD DITCH EXTENDING THROUGH
THE LAND, WITHOUT DIMINUTION.
ANY ENCROACHMENT, ENCUMBRANCE, VIOLATION, VARIATION, OR ADVERSE
CIRCUMSTANCE AFFECTING THE TITLE THAT WOULD BE DISCLOSED BY AN ACCURATE
AND COMPLETE LAND SURVEY OF THE LAND AND NOT SHOWN BY THE PUBLIC RECORDS.
Wyoming Title Escrow Company, Inc.
Policy Issuing Agent for Stewart Title Guaranty Company