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Loan No. 0638701501
REAL ESTATE MORTGAGE~
FIXTURE FILING AND SECURITY AGREEMENT
THIS MORTGAGE is made this 12th day of December, 2001 between
EVAN H. POPE
DOTTY JO POPE
hereina~m' called "~ortgagor". and WESTERN AgCREDH~, FLCA bcrcina~r called "~ortgagcc", a cm'porat on, existing and operating under thc
Farm Credit Act of 1971, as amended, having its principal place of b~siness in South Jordan, Utah.
~I~ESSETH: That Mortgagor IRREVOCABLY GRANTS, BARGAINS, SELLS~ CONVEYS AND ASSIGNS unto Mortgagee together with right
of cnt~ and possession ~he following described rcm property sitnatcd in the County of Lincoln, State of~in~:
FOR DESCRIPTION OF REAL PROPERTY SEE EXHIBIT "A' ATTACHED ItERETO AND MADE A PART HEREOF
TOGETHER WITH: all bnildings, structm'es, equipment, fixtnres (including trees, vines and shrubs) and improvements of ever), kind and description
now or hereafter constructed or placed thereon; all standing timber and timber to he cut located thereon; all existing and fizturc water rights, however
evidenced, including irrigation and watering equipment and systems, ditches, laterals, conduits, and rights-of-way used to convey such water or to
drain the above-described property, all of which rights are hereby made appurtenant to the property, and all pnmping plants, electrical generators,
wind machines, and fencing and storage tanks, now or hereafter*used in connection with the property, all of which are hereby declared to be fixtures;
all existing and futnre grazing rights, leases, permits and licenses; all oil, gas, and mineral leases, permits and rights used with the property; all
tenements, hereditaments, easements, rights-of-way and appurtenances to the property; and all right, title, and interest at any time of Mortgagor (or any
of its bailees, agents, or instrumentalities), whether now existing or hereafter arising or acquired, whether direct or indirect, whether owned legally, of
record, equitably or beneficially, whether constituting real or personal property (or subject to any other characterizations), whether created or
authorized under existing m' futm'e laws or regulations, and however arising in, including without limitation, tile water, water rights and other assets
and items described below in subparagraphs (a) through (h) which shall collectively be called "Water Assets" (hereafter collectively referred to as the
"Property"). References to "water" and "water rights" are used herein in the broadest and most comprehensive sense of the term(s). The term "water"
includes water rights and right to water or whatever rights to money, proceeds, property or other benefits are exchanged or received for or on account
of any Water Assets or an), r2onservation or other uonuse of water, includiug whatever rights are achieved by depositing, one's shares o'f any Water
Assets in any water bank or with any water authority, or any other water reallocation rights:
a. All water (including any water inventory in storage), water rights and entitlements, other rights to water and otber rights to receive water or
water rights of every kind or nature whatsoever iocl.uding (i) thc groundwater on, tinder, pumped from or otherwise available to the Property, whether
as the result of groundwater rights, contractual right~ or otherwise, (ii) Mortgagor's right to remove and extract an), such groundwater including an)'
permits, rights or licenses granted by. an5, governmental authority or agency or any rights granted or created by any use, easements, covenant,
agreemant or contract with any person or entity, (iii) any rights to which the Property is entitled with respect to surface water, whether such right is
appropriative, riparian, prescriptive, decreed or otherwise and whether or not pursuant to permit or othel; governmental authorization, or the right to
store any snch water, (iv) any water, water right, water allocation, . distribution right, delivery right, water storage right,: or other water-related
entitlement appnrteuant or otherwise applicable to tile Property by vh'tue of the Property being situated within the boundaries of any district, agency,
or other governmental entity or within the bmmdaries of any private water company, nmtnal water company, or other non-governmental entity;
b. All stock, inlej'est m' rights (including any water alI-ocations, voting or decision rights) in any entity, together with an), and all rights from any
entity or other person to acquire, receive, excllange, sell, lease, or otherwise transfer an), watc~ or other Water Assets, to store, deposit or otherwise
create water credits in a water bank or similar or other arrangement for allocating water, m transport or deliver water, or otherwise to deal with any
Water Asset;
c. All licenses, permits, approvals, contracts decrees, rights and interest to acqnire or appropriate any water or other Water Assets, water bank or
other credits evidencing any right to water or other Water Assels, to store, carry, transport or deliver water or other Water Assets, to sell, lease,
exchange, or otherwise transfer any water or other Water Asset, or to change the point for diversion of water, the location of any water or Water
Asset, the place of use of any water or Water Asset, or the purpose of the use of any water or \Vater Asset;
d. All rights, claims, causes of action, judgments, awards, and other judicial, arbiter or administrative relief in any wa), relatiug to any water or
Water Asset;
*ASN 1324 (10-01) Real Estate Mortgage, Fixture Filing and Seem ity Agreement (Page I of 6)
e. All storage and treatment rights for any water.or any other W, ater Asset, whether on or offthe Property or oi. her property of Mortgagor, together
with all storage tanks, and other equipment used or nsable in connection with snch storage and any water bank deposit credits, deposit accounts or
other rights arising on account of the storage or nonuse of any water or any water or any other Water Asset;
f. All rights to transport, carry, allocate or otherwise deliver water or other Water Assets by any means wherever located;
g. All guaranties, ~van-anties, marketing, management or service contracts, indemnity agreements, and water rigbt agreements, other water related
contracts and water reallocation rights, all insurance policies regarding or relating to any \¥ater Asset;
h. All rents, issues, profits, proceeds and olher accot~nts, instruments, chattel paper, contract rights, general intangibles, deposit accotmts, and other
rights to payment arising ti'om or on acconnt of any nsc, normse, sale, lease, transfer or other dispositioo of any Water Asset.
Absolute Assigmnent of All Revenue From Water Assets - Mortgagor hereby absolutely and uncondilionally assigos to Mortgagee all proceeds,
rents, issues and profits from any use (apart from watering plants on the Property or other ordinary use on the Property), nonuse, sale, lease, transfer
or dispoiition of any kind of any water or any other Water Asset subject to a lien in tavor of Mortgagee. That assignment shall be perfected
atttomatically witbout appointment of a receiver or Mortgagee becoming a mortgagee in possession and Mortgagee shall have the right, betbre or
after the occurrence of any default or event of del-hult, to noilly, any account debtor to pay all amonnts owing with respect to those proceeds, rents,
issues and profits directly to Mortgagee. Except as otherwise agreed in writing by Mortgagee, Mortgagee may apply any such collection (and any
rents, issues, profits and proceeds) to any indebtedness owed to Mortgagee in any re'der, priority or manner desireti :b3 Mortgagee.
MORTGAGOR ABSOLUTELY AND UNCONDITIONALLY ASSIGNS, -Iransfers, conveys, and sets over to Mortgagee all the rents, royalties,
issues, profits, revenue, income and other benefits of the property arising ti'om thc use or enjoyment of all or any portion thereol' m Ii'om any lease,
mineral lease, or agreement pertaining thereto (collectively tile ~'Rents"); SUBJECT, HOWEVER, to the right, power anti authority given to and
conferred upon Mortgagor by Paragraph B.3 hereof:
PERSONAL PROPERTY SECURITY AGREEMENT L All of the Property will be considered to the tidiest extent of the law to be
real property for purposes of this Mortgage. To the extent that any of the Property, (inchtding Without limitation an), Water Assets or
fixtures), is deemed to constitute, is adjudicated to be, or declared to be personal property, this Mortgage shall also be deemed to be a
security agreement. Mortgagor does hereby create and grant to Mortgagee a security interest in all such personal property described
herein; and further, grants to Mortgagee all of the rights and remedies of a secured party under the Uniform Commercial Code and
other applicable state law, which rights are cumulative.
FIXTURE FILING - This Mortgage shall also be deemed to be a fixture filing under the Uniform Commercial Code and is to be
recorded in the county real estate records.
FOR THE PURPOSE OF SECURING: (1) payment of the indebtedness or obligations evidenced hy the following promissory note(s) and/or
guaranties executed by Mortgagor and/or others to the Mortgagee at tile times, in the manner and with interest as therein set forth (notes may contain
variable or adjustable rate provisions):
Dated Maturity Face Amount Dated Maturity Face Amoont
12/12/2001 1/1/2032 $180,000.00
(2) The payment of such additional loans or advances, including advances under a revolving line of credit, with interest thereon, as hereafter may be
made to Mortgagor, or Mortgager's successors or assigns, and/or to parties whose obligation Mortgagor is guaranteeing, evidenced by a promissory
note'or otherwise and any obligations evidenced by any guaranties executed by Mortgagor in favor of Mortgagee; PROVIDED HOWEVER, THAT,
such additional loans advances guaranty obligations shall be secured by this Mortgage only if the promissory note, guaranty, or other document
evidencing such loans or advances shall recite that it: is to be secured by this Mortgage; (3) the payment of any substitute notes, renewals,
reamortizations, and extensions of all indebtedness secored by this Mortgage; (4) tile pertbrmance of every obligation and agreement of Mortgagor
whether contained or incorporated by reference in this Mortgage, or contained itl an)' loan document or guaranty executed by Mortgagor in favor of
Mortgagee, with respect to any loan, advance, or guaranty secnred by this IVlortgage; and (5) the payment of all sums expended or advanced by
Mortgagee under or pursuant to the terms of this Mortgage, togetber with interest thereon as herein provided. The continuing validity and priority of
this Mortgage as security for future loans, advances, or guaranties shall not be impaired by the fact that at certain times hereafter there lnay exist no
outstanding indebtedness frown Mortgagor to Mortgagee or no commitment to make loans or advances.
A, TO PROTECT THE sECURITY OF THIS MORTGAGE, MORTGAGOR AGREES:
1. To use loan proceeds solely for the purposes set forth itl the loan application(s) or agreements; to comply with the Farm Credit Act of
1971, as amended, and/or the regulations of tile Farm Credit Administration, now existing or as hereafter amended.
2. To keep the Property in good condition, working order and repair; care for the P.'operty in accordance with standards of good husbmldry
and to keep all frees, vines and crops on said land properly cultivated, irrigated, fertilized, sprayed, and flunigated; not to remove, destroy
or suffer the removal or destruction of any building, fence, canal, well or t~ther improvements or fixtures thereon; not to remove, replace
or alter any horticultural or viticultural tree, vine or shrt~h planted thereon without the prior wrilten consent of Mortgagee, except in the
*ASN 1324 (10-01) Real Estate Mortgage, Fixture Filing amt Secm'ity Agree~t~ent (Page 2 of 6)
ordinary course of business; to complete fir restore' promptly and itl good and workmanlike manner an5' building which ma)' be
constructed, damaged or destroyed thereon; to comply with all laws, covenants and restrictions affecting tile Property; not to commit or
permit waste thereot~; not to commit,.suffer or permit any act npon the Property in violation of law; to do all other acts which from the
character or use of the Property ma), be reasonahly necessary, the specific emnnerations herein not excluding the general; to observe and
perform all (}bligations of Mortgagor under any lease of the Property.
3. To provide, maintain and deliver to Mortgagee fire and all other types of insurance of the type and in mnounts as Mortgagee Inay require,
with loss payable clauses solely in favor of Mortgagee. In the event of' loss, the insnrance proceeds, or any part lhereof; may be applied
by Mortgagee, at its option, to the reduction of the"indebtedness hereby secured or to the restoration or repair of the property damaged.
In tile event that the Mortgagor shall fail to provide satisfactory hazard insurance, Mortgagee may procnre, oo IMox'tgagor's behalf,
insurauce in favor of Mortgagee alone, if insurance cannot be secured by Mortgagor to provide the required coverage, such inability
shall constitute an event of default hereunder.
4. To appear in and litigate any action or proceediug pnrporting to affect the security hereof, the {itle to tile Property, or the rigbts tlr powers
of Mortgagee; Mortgagee may appear in and litigate any such action or proceedings, including any bankruptcy, partition or
co,ldemnation proceeding, affecting the Property, or Mortgagee's interest therein, ill which event IVlortgagor agrees Io pa), all costs and
expenses thereof, including attorney's fees and costs of securing evidence of title.
5. To pay on or before tile due date all taxes and assessmeots affecting the Property, including all assessments upon water company stock
and all rents, assessments anti charges tbr water, appurtenant to or nsed itl co.mection with tile Property; to pay, when due, all
encumbrances, charges, and liens, on the Property or any part thereo~} which at any time appear to be ~rior or superio,' hereto.
6. In case of an), suit to foreclose this Mortgage or to collect any charge arising out of the debt hereby secured, or of ally suit which the
Mortgagee may deem necessary to prosecute or defend to effect or protect the lien herein, including any proceeding in bankruptcy, or if
Mortgagee retains an attorney to advise 1Mortgagee in coanection with this Mortgage or any other agreement related to the indebtedness
secured by this Mortgage, Mortgagor agrees to pay a reasonable snm as attorney's fees and all' costs and legal expenses in connection
with said shit, and further agrees to pay the reasonable costs of searching the records and abstracting or insuring the title, and such sums,
costs and expenses shall be secured hereby and shall be included in any decree of foreclosure. The fees and costs described herein and
elsewhere in tlfis Mortgage shall be in addition to those set forth in the .loan' agreement or any other written agreement between
Morlgagor and Mort:gagee.
7. Shmlld Ivlortgagor fail to make ally payment or to do any act as provided fi)r in this Mortgage, then Ivlortgageo, hut without obligation to
do so and wiflmut notice to or demand upon Mortgagor and without releasing Mortgagor from any obligation hereof, may: make or do
the same in such manner and to such extent as either may deem necessary to protect tile Property Mortgagee being authorized to enter.
upon file Property for such purposes; commence, appeal' in and litigate any action or proceeding pnrporting to affect the secnrity hereof
or the rights or powers of Mortgagee, including an3' bankruptcy proceeding affecting the Property; pay, purchase, contest, or compromise
any encnrnbrance, charge or lien which in the judgment of either appears to be prior or superior hereto; and in exercising any such
powers, incur any liability, expend whatever amounts in its absolnte discretion it may deem necessary therefore, including attorney's,
accountant's, and appraisal ·fees, environmental fees, and costs of seem'lng evidence of title, and all amonnts so expended shall be
obligations of Mortgagor secured by this Mortgage. Nothing contained herein shall prohibit Mortgagee from entering the Property, at a
reasonable time and upon reasonable notice to IVlortgagor, without incurring or assumiug any obligations or liabilities whatsoever, for the
sole purpose of inspecling tile Property.
8. To pay immediately and without demand all sums expended by Mortgagee pursnant to the provisions hereof, with interest from date of
expenditm'e at tile same rate as is provided tbr in the note or notes'secured by this Mortgage. In the event that sncb snms are not
immediately paid, they shall be added, along with the appropriate mnount of capital stock or participation certificates, to tile Principal
balance of the indebtedness secured bereby and shall accrue interest as herein set fortb. Ail such sums shall be secured hereby.
9. Enviromnental Representations, Warranties and Covenants.
(a) Except as disclosed in writing to Mortgagee, Or except as otherwise provided in an5' loan agreement between Mortgagee and
Mortgagor which specifically refers to the Property, to the best knowledge of Mortgagor after due inquiry, Mortgagor hereby fi~rther
represents, warrants and covenants as follows:
· ti) No pollutants, contaminants (including oil tlr other petroleum products), toxic or hazardons substances, or solid or bazardous
~vastes, as such terms are defined under an5' federal, state or local Environmental Law, regnlation or ordinance (hereinafter
"Contaminants") have been, are being or will be generated, manufactured, produced, stored, disposed of, discharged, released
tl~reatencd to be released, or otherwise allowed to migram or escape on, under or from the Property in such quantities or
concentrations as would violate an5' federal, state or local Environmental Law, regulation or ordinance or as would reqnire
Mortgagor to report such condition to an5, governmental autl~ority or to undertake removal or remedial action to clean up such
contaminants;
(ii) No Contaminants are located on, in or under an5' property located adjacent to the Property in such quantities or concentrations
as wonld constitute a violation of any Environmental Law or as would require the owner of the adjacent property to report such
condition to any governmental authority or to undertake removal or remedial action to clean up such Contaminants;
(iii) Neither tile Property, nor any portion thereof, nor any adjacent property or portion thereof, has been or is proposed to be listed
under the Comprehensive Environmental Response, Compensation and l,iability Act (42 U.S.C. Section 960I, et seq.), or any
*ASN 1324 (10-0 I) Real Estate IVlortgage, Fixture Filing ami Security Agreement (Page 3 of 6)
analogous state law. Mortgagor shall immediately notify Mortgagee it' Mortgagor acquires any infi~rmation Concerning tile listing
or proposed listing of the Property or any adjacent property and shall provide Mortgagee with any documents iii Mortgager's
possession relative thereto;
(iv) No hazardous wastes, as defined uuder the Federal Resource Conservation and Recovery Act (42 U.S.C. Sectim~ 6901, et seq.),'
or any analogous state law ("Hazardous Wastes"), have been, are being or will be stored or trented in surface impmmdments or
other structures or facilities located on the Property that ar.? partially or entirely below the grouud surface;
(v) No litigation, investigation, administrative order, ci)nsent order, agreements, or other action, proceeding or settlement
(hereinafter "Action") has previously been brought, is now pending, or lo thc best knowledge of Mortgagor threatened against or
anticipated by M(!rtgagor, with respect to Mortgager's rise or management of Hazardous Materials m' Itazardons Wastes or the
environmental condition of the Property, inclnding any underlying gronudwater. Upon learning thereot~ Mortgagor shall
immediately notify Mortgagee of aoy such Action or threatened Action and provide Mortgagee with copies of all docmnentation
relative thereto; and
(vi) Except as disclosed in writing to Mortgagee, no underground tanks, wells (except domestic water wells), septic tanks, ponds,
pits or any other storage tanks ("Tanks") (whether currently in use or abandmicd) are or were located on or onder thc Property and
no Tanks are or were serving the Property described herein. With respect to auy Tanks disclosed in writing to Mortgagee,
Mortgagor shall comply with all federal, state and local laws, regulations and ordinances and any requirements of city or county fire
departments, applicable to the maintenance and usc of snch Tanks, including, withont limitationS; Title ,10 of the Code of Federal
Regulations Pail 112,
(b) Nothing herein shall be deemed to prohiblt Mortgagor fi'om (i) nsing, handling or storing hazardons materials or substances, as
defined under any federal, state or local law, regulation or ordinance ("Hazardous Materials") or (ii) storing or treating non-hazardous
wastes, so long as such activities are carried out (a) in a good aud hushandlike manner in the ordiuary course of business, and (b) in
compliance with all applicable environmental laws, regulations, permits, orders m' other requirements.
(c) In the event that Mortgagor is in breach of any of its representations, warranties or covenants as set tbrth above, Mortgagor, at its sole
expense, shall take all actiou required, including environmental cleanup of the Property, to comply with the representations, warranties
and covenants herein m' applicable legal requirements and, in anD, event, shall take all action deemed necessary by appropriate
governmental authorities. Mortgagee shall have the right, but not the obligation, to advi~e appropriate govermncntal authorities of any
environmental condition on or atIbcting the Property that constitntes or may constitute a breach of Mortgager's obl:(gations hereunder.
(d) Mortgagor and its successors and assigns shall indemnify, detEnd, protect, and hold harmless Mortgagee, its directors, officers,
employees, agents, shareholders, successors and assigns and their officers, employees or agents, fi'om and against any and all claims, suits,
dmnages, liens, losses, liabilities, interest, judgments, response and cleannp costs, demands, actions, canscs of action, i~[iuries,
administrative proceedings and orders, consent agreements and orders, penalties~ costs and expenses (including any fees and expenses
incurred in enforcing this indmnnity, anD, outo6f-pocket litigation costs and the reasonable fees and expenses of counsel) of any kind
whatsoever ("Claims") paid, incxrrred_or suffered by, or asserted against Mortgagee, including but not limited to Claims arising out of 10ss
of litE, in. jury to persons, trespass 0r'~d~mages to or contamination of properly or natnral resom'ces, or injury to business, in connection
with or arising ont of the activities of Mortgagor on the Property, Mortgager's predecessors in interest, third parties who have been
invited, permitted or trespassed on the Property, or parties in a contractual relationship with Mortgagor, or any of them, or which directly
or indirectly arise out of or result fi'om or in any way connected with the Property, whether or not caused by Mortgagor or within the
control of Mortgagor, including without limitation: (i) the presence, use, generation, treatment, storage, disposal, release, threatened
release, or discharge of any Ilazardous Material or Contaminant at or fi'om tile Property and/or the cleanup of Hazardous Materials or
Contaminants within, on or nnder the Property; (ii) Mortgager's breach of any of the representations, warranties and coveuants contained
herein; and (iii) Mortgager's violation or alleged violation of any applicable Environmental Law, regulation or ordinance.
(e) Mortgago~:'s representations, warranties, covenants and indemnities contained herein shall survive the occurrence of any event
whatsoever, including without limitation the payoff of any promissory note(s) secured hereby, the release or tbreclosure of this Mortgage,
the acceptance by Mortgagee of a deed in lieu of tbreclosurc, or any transfer or abaudonment o/' the Property. :
(i') The term "Environmental Law" shall mean an5, federal, state or local law, statute, ordinance, or regulation, now in effect or hereinafter
enacted~,, pertaining to health, industrial hygiene, or the environmental conditions on, under or about the Property, including but not
limited to enactments requiring the removal or containment of asbestos-contaiuing materials in private buildings.
(g) Mortgagor shall permit, or cause an)' tenant of Mortgagor to pernfit, Mortgagee or its agents, or independent contractors to enter and
inspect the Property at any reasonable time fei- purposes of determining, as Mortgagee demns necessary or desirable: (i) the existence,
location and nature of any Hazardous Materials or Hazardous Wastes on, under or about the Property, (ii) the existence, location, nature,
magnitude and spread of any Hazardous Materials or Hazardous Waste teat has been spilled, disposed of, discharged or released on,
nnder or about the Property, or (iii) whether or not Mortgagor and any tenant of Mortgagor is in compliance with applicable
Environmental Law. If Mortgagor or ils teoants fail to comply fnlly with the terms of this subdivision (g), Mortgagee may obtain
affirmative injunctive relief to compel such compliance.
10. Grazing Rights. If any portion of the Property described in this Mdrtgage is used by Mortgagor as the basis lk)r obtainiug grazing permits
or other grazing rights issued by any governmental agency, incl~ding without limitations tile Forest Service, U.S. Department of
Agriculture or the Bureau of Land Management, U.S. Department of Interior, Mortgagor covenants and agrees as tbllows:
*ASN 1324 (10-01) Real Estate Morlgage, Fixture Filing and Secarity Agreement (Page 4 of 6)
(a) Said grazing penmts or other rights are in good slanding anti have not been modified, reduced (?r limited in m~y other respect, except
as fiflly disclosed in writing to Mortgagee:
(b) ~4ortgagor will perfo'rm all obligations imposed as a requirement of exercise of said grazing permits or otber rights and will comply
with all laws, rules and regulations applicable thereto;
(c) Mortgagor will take such timely action as may be required to canse the renewal or reissuance of said grazing permits or other rights
from time to time as they expire during the term thereof. Mortgagor agrees and acknowledges flint the failure to renew or cause the
reissuance of any said permits for afly reason, whether lhe result of an act or omission of Mortgagor or for reasons beyond Mortgagor's
control, is an event of default hereumter and Mortgagee shall have the right to exercise the rights hereinaller set fimh in this Mortgage;
and
(d) Mortgagor agrees to pay all feeS, charges, rents or oflmr payments accruing onder said pernfits m' any renewals thereof prior to
delinquency. In the event Morlgagor fails to pay any such payment, the amount unpaid shall become a part of the indebtedness secnrcd
by this Mortgage and shall be immediately due and payahle.
B iT IS MUTUALLY AGREED THAT:
1 . Any award of damages in connection with any taking or condemnalion or i~iury to the Property by reason of puhlic use, or for damages
resulting from private trespass or iqiury to the Property, is absolutely and uuconditionally assigned and shall be pakt to Mortgagee, nnder
the lei'ms and conditions of this Mortgage pertaining to Rents. Upon receipt of such money Mortgagee may apply the same on the
indebtedness secured hereby. Mortgagor agrees to execule such fi~rther documents as may be reqoir~d to effect the assigmnents herein
made as Mortgagee may reqnire.
2. At any time, without att~cting the liability of any person 1hr the payment of the indebtedness secured hereby, and wiflmnt otherwise
affecting the secnrity hereo~ Mortgagee may (a) consent to or join in the making of any map or plat of the Property; (b) grant any
easement or create any restriction thereof; (c) subordinate this Mortgage; (d) extend or modi~ the term of the loan or loans secared
hereby; and (e) release without warranty, all or any part of the Property.
3. Prior to any default by Mortgagor in the payment, observance, performance and di;charge of any condition, obligation, covenant, or
agreement of Mo~gagor contained herein, Mortgagor may, for collection and distribution purposes only, collect and receive the Rents as
they come clue and payable; the Rents are to be applied hy Mortgagor to the payment of the principal and interest and all other sums due
or payable on any promissory note or guaranty secured by this Mortgage and to the payment of all other stuns payable under this
Mo~gage and, therea'Rer, so long as the afbresaid has occurred, the balance shall be distribnted to tbe account o~~Mortgagor. Upon any
such deholt, Mortgagee may at any time without notice, either in person, by ~ent, or by a receiver to be appointed by a court, and
without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of the Property or any
part thereo[ in his own'name, sue for or otherwise collect such rents, issues and profits, including those past due and unpaid, and apply
the same, less costs and expenses of operation and collectim~, including reasouable attorney's fees, upon any indebtedness secured
hereby, and in such order as Mortgagee may determine; also perfimn such acts of'repair, cultivation, irrigation or protection, as may be
necessary or proper to conserve the value of the Property; also lease the same or any pan thereof'~br such rental, term, and upon snch
conditions as its jndgment may dictate; also prepare Br harvest, remove, and sell any crops that may be growing upon the Prope~y, and
apply the proceeds thereof upon the indebtedness secured hereby.
4. The entering upon and taking possession of the Property, the collection of such rents, issues, and profits, or the proceeds of fire and other
insurance policies, or cnmpensation or awards ti.~r any taking of or damage to the Property, and the application or release thereof as
. atbresaid, shall not cure or waive any defhult or.notice ofdefhult hereunder or invalidate any act done pursuant to such notice.
5. Upon defhult by Mo~gagor in payment of any indebtedness secured hereby or in pertbrmance of any agreement hereunder, all sams
secured hereby shall immediately become due and payable at thee option of the Mortgagee aod in accordance with applicable state law. In
the event of dehult, Mortgagee may employ counsel to mfforce payment of the obligations secured hereby, may fi~reclose and, if
applicable, sell the Property by advertisement and sale, and in accordance witb otber applicable state taw, and may exercise such other
rights and remedies granted by law and equity, which rights and remedies shall be cmnulative and not exclusive. :Mortgagee may resort
to and realize upon the security heremider and any other real or personal property security now or herea~er held by Mortgagee for the
obligations secured hereby in such order and manner as Mortgagee may, in its sole discretion, determine. Resort to any or all such
security may be taken concurrently or successively and in one or several consolidated or iodependent judicial actions or lawfi~l
nonjudlcial proceedings, or both. If the obligation secnred by this Mortgage is also secured hy personal property, fixtnres or crops,
Mortgagee may entbrce its security interest in the personal property, fixtures and crops and its lien under this Mortgage in any manner
and in any order or sequence penuittcd by applicable law. All' remedies are cumulative and none are exclusive; no election by Mortgagee
to pm'sue one remedy or item of collateral shall be deemed to bca release or waiver of any other item of collateral or a release or
modification of the liability of Mm'tgagor or any guarautor to pay and perfmm in fidl all obligatioas to Mortgagee. The procedures
governing the enforcement by Mortgagee of its tbreclosure and provisional remedies against Mortgagor shall be governed by the laws. of
the state in which the Property is located. Nothing contained herein shall be construed to provide that the substantive law of the state in
which the Property is located shall apply to Mortgagee's rigbts and Mortgagor's obligations hereunder or under tbe promissory note(s) or
gnaranties described herein, which ~re and shall contiooc to be governed by the substantive law of the state in which the promissory
note(s) or guaranties were executed.
6. The hilure on the part of the Mortgagee to promptly enforce any rigbt heretmder shall not operate as a waiver of such right and the
waiver by Mm'tgagee of any dethult shall not conslitute a waiver of any otber subsequent dchults. Subsequent acceptance of auy
*ASN 1324 (10-01) Real Estate Mortgage, Fixtare Filing and Security Agreement (Page 5 of 6)
payment by the holder hereof shall not be deemed a waiver of an).' default by Mortgagor, or of Mortgagee's rights heretmder as the resnlt
of any sale, agreement to sell, conveyance, or alienation, regardless uf holder's knowledge of such default, sale, agreement to sell,
conveyance, or alienation at the time of acceptance of such payment.
7. This Mortgage applies to, inures to the benefit o~ and binds all parties hereto, their heirs, legatees, devisees, administrators, executors,
successors and assigns. The term Mortgagee shall mean the holder and owner of any note secured hereby; or, if the note has been
pledged, the pledgee thereof. In this Mortgage, wbenever the context so requires, the mascnline gender inclndes the feminine and/or
neuter, and the singular number includes the phn'al. All obligations of Mortgagor hereunder are joint and several.
8. (a) In the event the herein-described Property, or any part thereof; or any interest therein is sold, agreed to be sold, conveyed, alienated or
transferred, including any water transfk~r as defined in subsection (b) helow, by Mortgagor, or by operation of law or otherwise, except by
inheritance, withont Nlortgagee's prior wrilten consent, all obligations secured hereby, irrespective of tile maturity dates, at tile option of
the holder hereof, and without demand or notice, shall immediateIy becmne due and payable. Failure to exercise such option shall oot
constitute a waiver of the right to exercise this option in the event of subsequent sale, a~reement to sell, conveyance or alienation.
(b) A water transfer is any transfer, assignment, sale, exchunge, gift, encumbrance, pledge, hypothecation, alienation, grant of option to
purchase, or other disposition of, directly, indirectly or in trust, vohmtarily or invohmlarily, hy operation of law or otherwise, or the entry
into a binding agreement to ~do any of the foregoing with respect to all or any part of (i) the groundwater on, under, pumped from or
otherwise available to the Property, (ii) Mortgagor's right to remove and extract any such groundwater including any permits, rights or
licenses granted by any governmental authority or agency and aoy righls granted or created by any ~asement, covenant, agreement or
contract xvith any person or entity, (iii) any rights to which the 'Property is entitled with respect to surthce water, whether such right is
appropriative, riparian, prescriptive or otherwise and whether or not pursuant to permit or other governmeotal attthorization, or the rigbt
to store any such water, (iv) any water, water right, water allocation, distribution right, delivery right, water storage right, water allocation,
or other water-related entitlement appurtenant or otherwise applicable to dm Property by virtue of the Property's heing situated within the
bmmdaries of any district, agency, or other governmental entity or within the boundaries of any private water company, mutual water
company, or t~ther non~governmental entity, or (v) any shares (or any rights under such shares) of any private water company, mutual
water company, or other non-governmental entity pm'suant to which Mortgagor or the Property may receive any rights.
9. In the event any one or more of the provisions contained in this Mortgage or in any promissory note(s) hereby secured shall for any
reason be held to be invalid, illegal or unenfbrceable ih any respect, such invalidity, illegality or unenl'orceability shall not affect any other
provision of this Mortgage or said prmnissory note(s), but this Mortgage and said promissory note(s) shall be construed as if such invalid,
illegal or unenforceable provision had never been contained herein or therein.
BORROWER WAIYES ALL RIGHTS OF IIOMESTEAD EXEMPTION IN THE PROPERTY AND RELINQIIISIIES ALL RIGHTS OF CURTE$¥ AND
DOWER IN TIlE PROPERTY.
Signat}~e~):
DOTTY'JO POPE'~
Notary Acknowledgment:
ST^TUOF Wyora'inq )
COUNTYOF ~±ncoln )
On this 2 6 day of Dec. _, 20 0 ] , personally appeared betbre me, the undersigned Nota~ Pablic in and for said County and State, personally appeared
EV~ H. POPE; DOTTY JO POPE [( ) personally known to mc] [( ) proved to me on the b~is of sali?actory evidence] to be the person(s) whose name(s) are
subscribed to this instrument and acknowledged to me-that they executed it.,
- WITNESS,~yhand
O0~0F TATE 0~ Notary Public in and tbr said County and State
I My Commission [xmres ~c~2~, ] 2 0 0 2
*ASN 1324 (I 0.01) Real Estate Mortgage, Fixture Filing and Security Agreement (Page 6 of 6)
That part of Tracts 44, 45, 71 and 72 of T23N, Rl lgW and T23N,
R120W, Lincoln County, Wyoming bounded and described as follows:
On th~' east by the west right-of-way line of the Union Pacific
Railroad Company;
On the south by the south line ~of said Tracts 44, 45 71 and
72; ,
On the north by the following described line:
Beginning at a point S62°51 '.E, 2066.7 feet from Corner No. 6
of said Tract 72;
thence S73°56'E 361 0 feet to a point;
thence N32°08'E, 865.1 .feet to a point;
thence N74°44'E, 3057.2 feet to a point;
thence S57~49'E, 1569.2 feet to a.point;
thence S37°.1'8'E, 582.4 feet to a point;
thence S86°46'E, 1493.2 feet, more or less, to an intersection
with the said west right-of-way line;
and on the west by the following described line:
Beginning at a point S62°51 'E, 2066.7 feet from said Corner
No. 6;
thence S34°47'W, 2129.7 fee~ to a point;
thence S29°30'E, 224 feet, more or ]_ess, to the thread of the
channel of the Bear River identical with the center Of the bridge
across the Pixley Canal diversion dam;
thence Southerly, 1090~ feet, more or less, along said thread
of channel to an intersection with the south line of said Tract
72
TOGETHER WITH 392 SHARES OF STOCK IN WOODRUFF NARROW RESERVOIR COMPANy
ALSO TOGETHER WITH FOLLOWING WATER RIGHTS REGISTERED WITH THE STATE OF
WYOMING DIVISION OF WATER RESOURCES.
The water rights fi'om t~ear River- ..... ·
Terrelorial Right 1879 Priority Date 2.71 CFS 190 acres Headgale located in seclic~a 1, 22N, 120 West
Terretorial Right 1880 Priority Date 17.92 CFS ]255 acres Headgate located in section 36, 23N, 120 West
Te~etorial Right 1880 Priority Date 12.65 CFS 886 acres lleadgate located in section 36, 23N, t20 West
Terretodal Right 1881 Priority Data 11.40 CVS 798 acres .~_ Headgate located Jn sec/ion 36, 23'N, ·120 West
Permit ~ 1761E 1907 PrJo'rJty Date .0g CFS 36 ficres 'H~adgate located iq.~estk)n 36, 23N, 120 Wesl
Exhibit "A" Page 2' ~
Legal Description
Also together with an easement for right-of-way for ~ingress and egress across the
following described property:
A tract of land in Secti. on 24 and 25, 3N~ R120W, of the 6th
P 'M and S -. T2
· · ections 19, 20, 29, and 30, T23N, R119W of the 6th
P.M., Lincoln County, Wyoming, more particularly' described as
follows:
Beginning at a point South 251.7 feet and East 3127.3 feet from
the Northwest Corner of said Section 24, T23N, R120W of the
6th P.M., Lincoin County, Wyoming, said point being Corner No.
10 of Tract No. 53; ' thence East along the North lane of said
Tract no. 53, 2642.7 feet; thence S~ 89o53, E 7512.2 feet more
or less to the Westerly right o~f way lane of the Union Pacific
Railroad; thence S 0°38' W along said right o~" way ~629.3
feet; thence N 86°46 W 1493.2 feet; thence N 37018' W 582.4
feet; thence N 57°49 W 1569.2 feet; thence S 74044' W 3057.2
feet; thence S 32°08 W 865.1 feet; thence N 73056' W 361.0
feet; thence N 41°58 W 521.9 feet; thence N 18002' W 225.9
feet; thence N 16°16 E 194.0 feet; thence N 73044' W 3066.2
feet; thence N 24°32 E 232.4 feet; thence N 0o32' E 1730.2
feet; thence S 89°51 E 34.6 feet more or less to Corner No.
7 of Tract No. 53; thence N 0°09' E 2660.8 feet to the Corner
No. 8 of Tract No. '53; thence S 89057' E 1321.0 feet to Corner
No. 9 of Tract No. 53; thence N 0°31 ' E 1320.7 feet more or
less to the point of beginning.
LESS
That part of a tract of land located in Section 24 and 25, T23N,
R120W and Section 19, and 30 of T23N, R119W of record in the
Office of the 'Clerk of Lincoln County in Book 363 of PhotoStatic
Records on page 689 and 690 lying and being situate westerly
of the following described line:
BEGINNING at a point on the north line of Tract No. 53 of said
Section 19 '~and 24, East, 153.22 feet: from.Corner No..3 of Tract
No. 54; thence coUrsing an~ extant fence line; thence S 09°-19'
W, 763.01 feet to a point; thence S 10°-43' W, 1186.93 feet
to a point; thence S 19°-58 E, 791.,28 feet to a point; thence
S 23°-03' E, 615.31 feet to a point~: thence S 16°-21 W, 205.73
feet to a point; thence S 040-04' E, 964.72 feet to a Point;
thence S 06o-08.5' W, 242.83 feet to a point; thence S 03°-19'
E, 724.09 feet to a point; thence S 22°-01.5, W, 691.72 feet
to a~ point; thence S 18°-48' W 340.76 feet to a point and
leave said fence; thence S 17°-00, Ii:, 236.27 feet to a point
~ near the bank of the Pixley Ditch; thence S 030-09' E, 116.36
feet along, said ditch to provide stock-water from said ditch
to a point; thence S 640-22' w, 327.69 feet to a fence corner;
thence coursing a fence; thence N 83°-47' W, 608.43 feet to
a point; thence S 16°-27' E, 360.78 feet to a point; thence
S 040-05' W, 488.60 feet to a marker at a fence corner', S 62°-51'
E, 2066..7 feet from Corner No. 6 of Tract No. 72 of said Section
Exhibit "A" page 3 "?~' ' .............
25 identical with Corner No. 5 of Tract No. 537
E X C E I? T I N G T II E R E F R O M the following described
tract:
That part of a tract of land located in Section 25, T23N, R120W
and Section 30 of'~ T23N, R119W of record' in the Office of the
Clerk of Lincoln ~ounty in Book 363 of Photostatic Records on
page 689 and 690 described as follows:
BEGINNING at a point S 33°_14 E, 3277.13 feet from Corner No.
6 of Tract No. 53; thence-S 80o_59' W, 311.83 fee~ to a point
on the boundary line fence with John Russell Thorn6ck, et.ux.;
thence cOursing a fence line; thence N 73°-59.5,'.W, 2967.26
feet along said boundary fence to a railroad tie fence post;
thence N 750-28' W, 51.79 feet to a railroad tie fence post
and leave fence line; thence n 13°_18, E, 229.86 feet to a
railroad tie fence post; thence S. 760-39.5' E, 3269.03 feet
along a fence .line to a point and leave said fence; thence
S 17°_19.5' E, 275.66 feet to a point on a fence; thence
coursing a fence; thence N 830-47' W, 106 06 feet to the POINT
OF BEGINNING. ·