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HomeMy WebLinkAbout900795900195 State of Wyoming Space Above This Line For Recording Data REAL ESTATE MORTGAGE (With Foture Advance Clause) DATE AND PARTIES. The date of'this Mortgage is 06-23-2004 are as follows: PAY DIRT, LLC BOX 7436 JACKSON, WY 83001 MORTGAGOR: and the parties and their addresses [] Refer to the Addendum wh:ich is attached and incorporated herein for additional Mortgagors. LENDER: BANK OF JACKSON HOLE ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF WYOMING 990 W. BROADWA¥ P.O. 6OX 7000 JAC~SON, WY 83002 MORTGAGE. For good and valuaole consideration, the receipl and sufficiency of which is acknowledged, and to secure the Secured Debt (hereafter defined), Mortgagor grants, bargains, conveys, mortgages and warrants to Lender with the power of sale, the following descri3ed property: LOT 6136 OF LAKEVlEW ESTATES INCORPORATED. TRACTS A-F, LINCOLN COUNTY, WYOMING AS DESCRIBED ON THE OFFICIAL PLAT THEREOF. The property is located in LINCOLN at LAKEVIEW ESTATES (Ceunty) . ALPINE , Wyoming 83128 {Address) (Cityl )Zip Cede) Together with ail rights, easeme~ts, appurtenances, royalties, mineral rights, oil and gas rights, crops, timber, all diversion payments or third party payments made to crop producers, and all existing and future improvements, structures, fixtures, and replacements that may now, or at any time in the future, be part of the real estate described above (all referred to as "Proper~y"). The term Property also includes, but is not limited to, any and all water wells, water, ditches, reservoirs, reservoir sites and dams located on the real estate and all riparian and water rights associated with the Property, however established. WYOMING. AGRICULTURAL/COMMERCIAL REAL, ESTATE SECURITY INSTRUMENT {NOT FOR FNMA, FHLMC,/.~OR VA USE, AND NOT FOR C~SUMER PURPOSES) ~ (~ 1993, 2OO1 Bankers System~, Ir~c., St. Cloud, MN Form AGCO-RESI-WY 1/16/2003 MAXIMUM OBLIGATION LIMIT. ]-he total principal amount of tl~e Secured Debt (hereafter defi~ed) secured by this Mortgage at any one time shall not exceed $101,291.00 This limitation of amount does not include interest, loan charges, con-!mitment fees, brokerage commissions, attorneys' fees and other charges validly made pursuant to this Mortgage and dqcs not apply to advances (or interest accrued on such advances) made under the ten-ns of this .Mortgage toprotect Lenc~r's security and to perform any of the covenants contained in this Mortgage. Future advances are contemplated and, along with other future obligations, are secured by this Mortgage even though all or part may not yet be advanced. Notl¥ing in this Mortgage, however, shall constitute a commitment to make additional or future loans or advances in any amount. Any such corn,nitment would need to be agreed to in a separate writing. SECURED DEBT DEFINED. The term "Secured Debt" includes, but is not limited to, the following: A. The promisso'ry note(S), co,ntract(s), guaranty(ids) or other evidence of debt described below and all extensions, renewals, modifications or substitutions. (When referenci[~g t/re debts below it is suggested ~hat you include items s~/ch as borrowers' /~ames a/id addresses, [)o[e principal amounts, commercial revolving loan agreement's maximum amount, interes' rates, variable rate [e£fl~s, ma~ri~y dares, etc.) PROMISSORY NOTE DATE0 612312004 IN THE AMOUNT OF $101,291.00 B. All future advances from Lender to Mortgagor or other future obligations of Mortgagor to Lender under any promissory note, contract:, guaranty, or other evidence of debt existing now or executed after this Mortgage whether or not this Mortgage is specifically referled to in the evidence of debt. C. All obligations Mortgagor owes to Lender, which now exist or may later arise, to the extent not prohibited by law, including, but not limited to, liabilities for overdrafts relating to any .deposit account agreement between Mortgagor and Lender. . . D. All additional sums advanced and'expenses incurred by Lender for insuring, preserving or otherwise protecting tile Property and its value ani:l any other sums advanced and expenses incurred by Lender under the te~ms of this Mortgage, plus interest at the highest rate in effect, from time to time, as provided in the Evidence of Debt. E. Mortgagor's performance under the terms or any instrument evidencing a debt by Mortgagor to Lende~ a~rd any Mortgage securing, guarar, t'y~ng, o~ otherwise relating to the debt. f more than one person signs z~,s Mortgage as Mortgagor, each Mortgagor agrees that this Mortgage will secure al future advances and future obligations described above that are given to or incurred by any one or mo~e Mortgagor, or any one or more Mortgagor and others. This Mortgage will not secure any other debt if Lender fails, with respect to such other debt, to make any required disclosure about this Mortgage or ii Lender fails to give any required notice of the r~ght of rescission. PAYMENTS. Mortgagor agrees to make all payments on the Secured Debt when due a~d in accordance with the te~ms of the Evidence of Debt or this Mortgage. CLAIMS AGAINST TITLE. Mortgagor will pay all taxes, assessments, hens, encumbrances, lease payments, ground rents, utilities, and other charges :~elating to the Property wl~en due Lender may require Mortgagor to provide to Lender copies of all notices that such amounts are due and the receipts evidencing Mortgagor's j~ayment. Mortgagor will defend title to the Property against any claims that would impair the lien ol this Mortgage. Mortgagor agrees to assign to Lender, as requested by Lender, ~ny rights, claims or defenses which Mortgagor may have against pa~ties who supply labor or materials to improve or m~,.~ntain the Property. PRIOR SECURITY INTERESTS. With regard to any other mortgage, deed of trust, security agreement or other lien document that created a prior security interest or encumbrance on the Property and that may have priority over this Mortgage, Mortgagor agrees: A. To make all payments when due'and to perform or comply with all covenants. 13. To promptly deliver to Lender any notices that Mortgagor ~ece~ves frof-n the holder. C. Not to make or permit an/ modification or extension of, and not to request or accept any future advances under any note or agreement secured by, the othe~ mortgage, deed of trust or security agreement unless Lender consents in writing. DUE ON SALE OR ENCUMBRAI\'CE. Lender may, at its option, declare the entire balance of the Secured Debt to be immediately due and payable upon the creation of any lien, encumblance, transfer, or sale, or contract for any of these on the Property. However, if the Property ~ncludes Mortgagor's residence, this section shall be subject to the restrictions imposed by federal law (12 C.I:.R 591), as applicable For" the pulposes of this section, the term "Property" also includes any Interes~ to all or ar'~' part of the Property. This covenan! shall run with the Property and shall remain ~rr effect until the Secured Debt is p~'d in full and this Mortgage is released. 993, 2001 Bankers Systems, I ~., SI Cloud, MN Form AGCO-RESI-WY 1/16/2003 [PagP 2 of 8) 9. TRANSFER OF AN INTEREST IN THE MORTGAGOR. If Mortgagor is an entity other than a natural person (such as a corporation or other organization), Lender may demand immediate payment if (1) a beneficial interest in Mortgagor is sold or transferred; (2) there is a chancj,~ in either the identity or number of members of a partnership or similar entity; or {3) there is a change in oWnership of more than 25 percent of the voting stock of a corporation or similar entity. However, Lender may not demand payment ii'/the above situations if it is prohibited by law as of the date of this Mortgage. 10. ENTITY WARRANTIES AND REPRESENTATIONS. If Mortgagor is an entity other than a natural person (such as a corporation or other organization), Mortgagor makes to Lender the following warranties and representations which shall be continuing as long as the Secure'd Debt remains outstanding: A. Mortgagor is an entity which is du y organized and validly existing in the Mortgager's state of incorporation (or organization). Mortgagor is ;n good standing in all states in which Mortgagor transacts business. Mortgagol has the power and authority t~ own the Property and to carry on its business as now being conducted anch as applicable, is qLmlified to dc so in each state in which Mortgagor operates. 13. The execution, delivery and performance of this Morlgage by Mortgagor and the obligation evidenced by the Evidence of Debt are with;r~ the power of Mortgagor, have been duly authorized, have received all necessary governmental approval, ano will no~ violate any pmvis~on of law. o~ orde~ of court or governmental agency. C. Other than disclosed in writing Mortgagor has not changed its name within the last ten yea~s and has not osed any other trade or fictitious name. Without Lender's prior written consent, Mortgagor does not and will not use any other name and will p. reserve its existing name, trade names and franchises until the Secured Debt is satisfied. 11. PROPERTY CONDITION, ALTERATIONS AND INSPECTION. Morlgago[ will keep the Property in good condition and make all repairs that are reasonably necessary. Mortgagor will give Lender prompt notice of any loss or damage to the Property. Mortgagor will keep the .Property free of noxious weeds and grasses. Mortgagor will not Initiate, join in or consent to any change in any private restrictive covenant, zoning ordinance or other public or private restriction limiting or defining the uses which may be made of the Property et any part of the Property, without Lender's plier written consent Mortgagor wil notify Lel~ler of all demands, proceedings, clau~as, and actions against Mortgagor or any other owner made under law or regulation regarding use, ownership and occupancy of the Property. Mo~tgagor will comply with all legal requirements and restrictions, whether public or private, w~th respect to the use of the Property. Mo~tgagor also agrees that the nature of the o,mupancy and use will not change wlthoLIt Lender's prior written conserlt No portion of the Praperty will b~ removed, demolished or materially altered without Lender's prior written consent except that Mortgagor has tile rigl:;i to remove items of personal p/operty comprising a part of the Prope/ty that become worn or obsolete, provided that such personal property is replaced will] other personal property at least equal in value to the replaced personal property, free from any title retention device, security agreement or other encumbrance. Such replacement of personal property will be deemed subject to the security interest created by this Mortgage. Mortgagor shall not partition or subdivide thc' Property without Lender's prior w~t'ten consent. Lender or Lender's agents may, at Lender's option, enter the Property at any reasonable tirne for the purpose of inspecting the Property. Any ~nsl)ection of the Property shall be entirely for Lender's benefit and Mortgagor wdl in no way rely on Lender's inspection. 12. AUTHORITY TO PERFORM. If Mortgagor fails to perform any of Mo/tgagor's duties under this Mortgage, or any other mortgage, deed of trust, security agreement or other lien documeot that has priority over this Mortgage, Lender may, without not,ce, perform the duties or cause them to be performed Mort0agor appoints Lende~ as attorney n fact to sign Mortgagor's name or pay any alTiCUnt necessary for performance If any construction on the Property is discor~tinued or not carried on in a reasonable mapner, Lender may do whatever is necessary to protect Lender's security interest n the Property. This may include completing the construcuon. Lender's right to perform for Mort.qagor shall not create an obligation to perform, and Lender's failure to perform will not preclude Lender from exercising ~ny of Lender's other rights undel the law or this Mortgage. Any amounts paid by Lender for insuring, preserving or otherwise protecting the Property and Lender's security interest will be due on demand and will bear interest from the date of the payment until paid in fo at the nte~est ~ate n effect from time to time according to the terms of the Eviderace of Debt 13. ASSIGNMENT OF LEASES AND RENTS. Mortgagor assigns, grants, bargains, conveys, mortgages and warrants to Lender as additional security all the right, title and ~nterest in the following (Property). A. Existing or future leases, subleases, licenses, guarannes and any other written or verbal agreements for the use and occupancy of the Pre. perry, including but not limited to, any extensions, renewals, modifications or replacements (Leases). B. Rents, issues and profits, including but not limited to, security deposits, minimum rents, percentage rents, additional rents, common ~'rea maintenance charges, parking charges, real estate taxes, other applicable taxes, insurance premium contributions, liquidated damages following default, cancellation premiums, "loss of rents" insurance, guest receipts, revenues, royalties, proceeds, bonuses, accounts, contract rights, general intangibles, and all rights and claims which Mortgagor may have that a any way pertain to or are on account of the use or occupancy of the wtmle or aqy part of the Property (Rents). In the event any nero listed as Leases or Rents is determined to be personal property, this Assignment will also be regarded as a security agreement. (page 3 of S) Mortgagor will promptly provide _ender with copies of the Leases and will certify these Leases are true and correct copies. The existing Leases will bej~rovided on execution of the Assignment, and all of the future Leases and any other information with respect to these Leases will be provided immediately after they are executed. Moltgagor may collecL receive, enjoy and use d~e Rents ~;o long as Mortgagor is not in default. Mortgago~ will not collect in advance any Rents due in future lease periods, unless: Mortgagor first obtains Lender's written consent. Upon default, Mor~gagor will receive any Rents in trust for Lender and r.Aortgagor will not comrningle the Rents with any other funds. When Lender so directs, Mortgagor will endorse and deliver any payments of Ren~s fram ~l~e Property to Lender. Amounts collected will be applied at Lender's discretion to the Secured Debts, the costs of managing, protecting and preserving the Property, and other necessary expenses. Mortg~gor agrees that this Security Instrument is immediately effective between Mor~gagor and Lender. This Security Instru~qent will remain effective during any statutory redemption period until tl~e Secured Debts are satisfied. Unless ott~er.~ise prohibited or prescribed by state law, Mortgagor agrees that Lender may take actual possession of the ProperW without [l~e necessity of commencing any legal actio~ or proceeding. Mortgagor agrees ~hat actual possession of the Property is deemed to occur when Lender notifies Mortgagor of Mortgager's default and demands that Mortgagor and Morq]agor's tenants pay all Rents clue or to become due directly zo Lende(. Immediately after Lender gives Mortgagor the notice of defaul[, Mortgagor agrees tl~at either Lender or Mortgagor may immediately notify ~he ~enants and demand ~hat~all future Rents be paid direcdy to Lender. As ong as this Assignment is in effect, Mortgagor warrants and represents that no default exists under the t_eases, and the parties subject to the Leases have nbt violated any applicable law on leases, licenses and landlords and ~enants. Mortgagor, at its sole cost and expense, will keep, observe and perform, and require all olher parties to the Leases comply with the Leases and any applicable law. If Mortgagor or any parW to ~he Lease defaults or fails to observe any applicable law, Mortgagor will promptly notify Lender. If Mortgagor neglects or refuses ~o enforce compliance with the terms of the Leases, then Lender m,~y, at Lender's option, enforce co~npliance. Mortgagor will not sublet, modify, extend, cancel, or otherwise alter the Leases, or accept the surrender of the ProperW covered by the Leases (unless the ¢ eases so require) without Lender's consent. Mortgagor will not assign, compromise, subordinate or encumber the Leases and Rents without Lender's prior written consent. Lender does not assume become liable for the Property's m:aintena~ice, depreciation, or othe~ losses or damages when Lender acts to manage, protec~ or preserve the Property, except for losses and d'amages clue to Lender's.gross negligence or intentional torts. Otherwise, Mortgagor will indemnify Lender and hold Lender harmless for all liability, loss or damage that Lender may incur when Lender opts to exercise any of its remedies against any party obligated under :tire Leases. 14. CONDOmINIUmS; PLANNED UNIT DEVELOPMENTS. If ~he Property includes a unit in a condominium or a planned unit development, Mortgagor will perform all of Mortgager's duties undel the covenants, by-laws, or regulations of condominium or planned unit dove Opment. 5. DEFAULT. Mortgagor will be in default if any of the following occur: A. Any party obligated on the Secured Debt fails to make paymem when due; B. A breach of any term or ~uvenant in this Mortgage, any ptio~ mortgage or any construction loan agreement, security agreement or any ,~ther document evidencing, guarantying, securing or od~erwise relating to the Secured Debt; C. The making or furnishing of any verbal or written represemaiion, statement or warranW ~o Lender that is false or incorrect in any material respec~ by Mortgagor or any pe~son or entity obligated on ~he Secured Debt; D. The death, dissolution, or insolvency of, appointment of a receiver for, or application of any debtor relief law to, Mortgagor or any person or entity obligated on the Secured Debt; E. A good faith belief by Lender at any time that Lender is insecure with respect to any person or entiw obligated on the Secured Debt or that tl-~e prospect of any payment is impaired or ~l~e value of the Property is impaired; F. A material adverse change in Mortgager's business including ownership, management, and fina~cial conditions, which Lender in its opinion believes impairs the value of the Property or repayment of ~he Secured Debt; or G. Any loan proceeds are uset',J for a purpose that will contribute to excessive erosion of highly credible land or to the conversion1 of wetlands to ~odLice an agricultural commodity, as furd~er explained in 7 C.F.R. Part 1940, Subpart G, Exhibit M. 16. REmEDIEs ON DEFAULT.' In som~', instances, federal and state law will require Lende~ to p~ovi'd'e Mor~gagor with notice of the right to cure, mediation notices or other notices and may establish ~ime schedules for foreclosure actions. Subject to these limitations, if any, Lender may accelerate the Secured Debt and foreclose this Mortgage in a manne~ provided by law if this Mortgagor is in default. At the option of Lender, all or any part of the agreed fees and charges, accrued interest and principal shall become immediately due and payable, af't:~r giving notice if required by law, upon d~e occurrence of a default or anytime thereafter. In addition, Lender shall be entitled to all the remedies provided by law, the Evidence of Debt, other evidences of debt, this Mortgage and 'any related documents including without limitation, the power to sell the Property. All remedies are distinct, cumulative .~'~'d not exclusive, and the Lender is entided ~o all remedies provided at law or equiw, whether expressly set forth or not. The acceptance by Lender of any sum in payment or partial payment on the Secured Debt after the balance is due or is :aCcelerated or after foreclosure proceedings are filed shall not constitute a waiver Lender's right to require full and complete cure of any existing defaulL By not exercising any remedy on Mortgager's default, Lender does not waive Len~ler's right to la~er consider ~he event a default if it continues or happens again.  (page 4 nf 8) ~ ~ 1993, 2001 Banker~ System~ inc.,St. Cloud, MN Form AGCO-RESI WY 1/16¢'2003 17. EXPENSES;ADVANCES ON COVE~i~JANTS; ATTORNEYS' FEES; COLLECTION COSTS. Except when prohibited by law, Mortgagor agrees to pay all of Lender's expenses if Mortgagor' breaches any covenant in this Mortgage. Mortgagor will also pay on demand all of Lender's expenses incurred in collecting, i~suring, preserving or protecting the P~operty o~ in any inventories, audits, inspections~or other examination by Lender in respect to the Property. Mortgago~ agrees to pay all costs and expenses incurred by'Lender in enforcing or protecting Lender's rights and remedies under this Mortgage, including, but not limited to, attorFeys' fees, court costs, and other legal expenses. Once the Secured Debt is fully and finally paid, Lender agrees to release this Mortgage and Mortgagor agrees to pay for any recordation costs. All such amounts are due on demand and Will bear interest from the time of the advance at the highest rate in effect, from time to time, as provided in tile Evidenc~ of Debt and as permitted by law. 18. ENVIRONMENTAL LAWS AND HA'ZARDOUS SUBSTANCES. As used in this section, (1)"Environmental Law" means, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA, 42 U.S.C. 9601 et seq.), al! other federal, state and local laws, regulations, ordinances, court o~ders, attorney general opinions or interpretive letters concerning the public health, safety, welfare, environment or a hazardous substance; and (2) "Hazardous Substance" means any;toxic, radioactive or hazardous material, waste, pollutant or contaminant which has characteristics which render the sb:bstance dangerous or potentially dangerous to the public health, safety, welfare or environment. The term includes, without limitation, any substances defined as "hazardous material," "toxic substances," "hazardous waste" or "hazardous ,,ubstance" under any Environmental Law. Mortgagor represents, warrants and agrees that~ except as previously disclosed'and acknowledged in writing: A. No Hazardous Substance hat been, is, or will be located, transported, manufactured, treated, refined, or handled by any person on, under or ~'~bout the Property, except in the ordinary course of business and in strict compliance with all applicable Environmental Law. B. Mortgagor has not and will not cause, contribute to, or permit the release of any Hazardous Substance on tl~e Property. C. Mortgagor will immediately ./,otify Lender if (1) a release or threatened release of Hazardous Substance occurs gq, under or about the Property 0r migrates or threatens to migrate from nearby property; or (2) there is a violation of any Environmental Law cor.cerning the Property. In such an event, Mortgagor will take all necessary remedial action in accordance with Environmental Law. D. Mortgagor has no knowledge of or reason to believe there is any pending or threatened investigation, claim, or proceeding of any kind rela!!ng to (1) any Hazardous Substance located on., under or about the Property; or (2) any violation by Mortgagor cr any tenant of any Environmental Law. Mortgagor will immediately notify Lender in writing as soon as Mortgagoir has reason to believe there is any such pending or threatened investigation, claim, or proceeding. In such an event, Lender has the right, but not the obligation, to participate in any such proceeding including the right to receive copies of any documents relating to such proceedings. E. Mortgagor and every tenant have been, are and shall remain in full compliance with any applicable Environmental .Law. F. There are no underground storage tanks; private dumps or open wells located on or under the Property and no such tank, dump or well will-be added unless Lender first consents in writing. (3, Mortgagor will regularly inspect the Property, monitor the activities and operations on the Property, and confirm that ali permits, licenses or 'approvals required bY any applicable Environmental Law are obtained and complied with. H. Mortgagor will permit, or cause any tenant to permit, Lender or Lender's agent to enter and inspect the Property and review all records at ~ny reasonable time to determine (1) the existence, location and nature ct any Hazardous Substance on, under or about the Property; (2) the existence, location, nature, and magnitude of any Hazardous Substance that has been released on, under or about the Property; or (3) whether o~ not Mortgagor and any tenant are in compliance with applicable Environmental Law. Upon Lender's request and at any time, Mortgagor agrees, at Mortgagor's expense, to engage a qualified environmental engineer to pi~epare an environmental audit of the Property and to submit the results of SLlch audit to Lender. The choice of the environmental engineer who will perform such audit is subject to Lender's approval. J. Lender has the right, but i-iot the obligation, to perform any of Mortgagor's obligations under this section at Mortgagor's expense.' K. As a consequence of any breach of any representation, warranty or promise made in this section, (1) Mortgagor will indemnify and hold Lender and Lender's successors or assigns harmless from and against all losses, claims, demands, liabilities, damages, cleanup, response and remediation costs, penalties and expenses, including without limitation all costs ef litigation and attorneys' tees, which Lender and Lender's successors or assigns may sustain; and (2) at Lender'~ discretion, Lender may release tl~is Mortgage and in return Mortgagor will provide Lender with collateral of at I~-~ast equal value to the Property secured by this Mortgage without prejudice to any of Lender's rights under this M0'rtgage. L. Notwithstanding any of the:~,anguage contained in this Mortgage to the contrary, the terms of this section shall survive any foreclosure or Satisfaction of this Mortgage regardless of any passage of title to lender or any disposition by Lender of any or all of the Property. Any claims and defenses to the contrary are hereby waived. 19. CONDEMNATION. Mortgagor will .give Lender prolqpt notice of any action, real or threatened, by private or public entities to purchase or take anyor all of the Property, including any easernents, through condemnation, eminent domain, or aiW other means. Mortgagor further agrees to notify Lender of any proceedings instituted [or the establishrnent of any sewer, water, conservation, ditch, ~lrainage, or other district relating to or binding upon the Property or any part of it. Mortgagor authorizes Lender to int,ervene in Mortgagor's name in any of [l~e above described actions or claims aod to collect and receive all sums resulting from the action or claim. Mortgagor assigns to Lender the proceeds of any award or claim for damages connected with 'a condemnation or' other taking of all or any part of the Property. Such proceeds shall be considered payments and will b~'~ applied as provided in this Mortgage. This assignrnei~t of ~roceeds is subject to the terms of any prior mortgage, deed of trust, security agreement or other lien document. (page 5 ~f 8) ~-"~-~ © 1993, 2OO1' Bankers Systems, Inc., St. Cloud, MN Form AGCO-RESt-WY ~116/2003 ! -- 20. INSURANCE. Mortgagor agrees to maintain insurance as follows: A. Mortgagor shall keep the Property insured against loss by fire, theft and other hazards and risks reasonably associated wbh the Property due to its type and location. Other hazards and risks may include, for example, coverage against loss due to floods or flooding. This insurance shall be maintained in the amounts and [or the periods that Lender require~. What Lender requires pursuant to the preceding two sentences can change during the term of tile Secured DoSt. The insurance carrier providing the insurance shall be chosen by Mortgagor subject to Lender's approval, which shall not be unreasonably wid~held, if Mortgagor fails to maintain the coverage described above, Lender n-ay, at Lender's option, obtain coverage to protect Lender's rights in the Property according to the terms of this Mortgage. All insurance policies and r~:newals shall be acceptable to Lender and shall include a standard "mortgage clause" and, where applicable, "ler.~ler loss payee clause." Mortgagor shall immediately notify Lender of cancellation or termination of the insuranc;e. Lender shall have the right to hold tile policies and renewals. If Lender requires, Mortgagor shall immediately give to Lender all receipts of paid premiums and renewal notices. Upon loss, Mortgagor shall give immedi¢te notice to the insurance carrie~ and Lender. Lender may make proof of loss if not made immediately by Mortg~gor. Unless Lender and Mortgagor otherwise agree in writing, insurance proceeds shall be applied to restoration or repair of the Property dam,s§ed if the restoration or repair is economically feasible and Lender's security is riot lessened. If tile restoration, or repair is not economically feasible or Lender's security would be lessened, the insurance proceeds shall be applied to the Secured DebL whether or not then due, with any excess paid to Mortgagor. If Mortgagor aba,ldons the Property, or does not answer within 30 days a notice from Lender that the insurance carrier has offere, d to settle a claim, then Lender may collect tile insurance proceeds. Lender may use the proceeds to repair or restore the Property or to pay the Secured Debt whether or not then due. The 30-day period will begin when the n. otice is given. Unless Lender and Mortgag!)¥ otherwise agree in writing, any application of proceeds to principal shall not extend or postpone the due date'0( scheduled payments or change tl~e amount of the payments. If the Property is acquired by Lender, Mortgager's right to any insurance policies and proceeds resulting from damage to the Property before the acquisition shall pass to' Lender to the extent of the Secured Debt irnrnediately before the acquisition. B. Mortgagor agrees to maintai~ comprehensive general liability insurance naming Lender as an additional insured in an amount acceptable to Lender, insuring against claims raising from any accident or occurrence in or on tile Property. C. Mortgagor agrees to maintain rental loss or business interruption insurance, as required by Lender, in an amount equal to at least coverage;of one year's debt service, and required escrow account deposits (if agreed to separately in w~iting), under a form of policy acceptable to Lender. 21. NO ESCROW FOR TAXES AI~D INSURANCE. Unless otherwise provided in a separate agreement, Mortgagor will not be required to pay to Lender funds for rexes and insurance in escrow. 22. FINANCIAL REPORTS AND ADDITIONAL DOCUMENTS. Mortgagor will provide to Lender upon request, any financial statement or information Lender may deem necessary. Mortgagor warrants that all financial statements and information Mortgagor provides to Lender are, 8r will be, accurate, correct, and complete. Mortgagor agrees to sigo, deliver, and file as Lender may reasonably request any additional documents or certifications that Lender may consider necessary to perfect, continue, and preserve Mortgager's obligations under this Mortgage and Lender's lien status on the Property. I[ Mortgagor fails to do so, Lender may sign, deliver, and file suct~ documents or certificates in Mortgager's name and Mortgagor hereby irrevocably appoints Lender or Lender's agent as mtorney in fact to do the things necessary to comply with this section. 23. JOINT AND INDIVIDUAL LIABILITY;i CO-SIGNERS; SUCCESSORS AND ASSIGNS BOUND. All duties under this Mortgage are joint and individual. If Mortgagc,i signs this Mortgage but does not sign the Evidence of Debt, Mortgagor does so only to mortgage Mortgager's interest ir~ the Property to secure payment of tl~e Secured Debt and Mortgagor does not agree to be personally liable on the SecLred Debt. Mortgagor agrees tlmt t_ender and any party to this Mortgage may extend, modify 0r make any change in the terms of this Mortgage o~ the Evidence of Debt without Mortgager's consent. Such a change will not release Mortgagor from the terms of this Mortgage. Tile duties and benefits of this Mortgage shall bind and benefit the successors and assigns of Mortgagor and Lender. If this Mortgage secures a guaranty between Lender and Mortgagor and does not directly secure the obligation which is guarantied, Mortgagor agrees to ~ivaive any rights that may prevent Lender from bringing any action or claim against Mortgagor or any party indebted ur, der the obligation including, but not limited to, anti-deficiency or one-action laws. ©1993 2001 Bankers Systems, Inc:, Cloud, AGCO-RESI-WY ~ (page 6 of $] 24. APPLICABLE LAW; SEVERABILITYi! INTERPRETATION. This Mortgage is governed by the laws of the jurisdiction in which Lender is located, except t~the extent otherwise required by the laws of the jurisdiction where the Property is located. This Mortgage is comple:'~e and fully integrated. This Mortgage may not be amended or modified by oral agreement. Any section or clause in this Mortgage, attachments, or any agreement related to !~he Secured Debt that conflicts with app'licable law yvill n¢,[ be effective, unless that law expressly or impliedly permits the variations by written agreement. If any section or clause of this Mortgage cannot be enforced according to its terms, 1hat section or clause will be severed and will not affect the enforceability of the remainder of this Mortgage. Whenever used, the singular shall include the plural and the plural ti~e singular. The captions and bendings of the sections of this Mortgage are for convenience only and are not to be used to interpret or define the terms of this Mortgage. Time is of the essence in this Mortgage. : 25. NOTICE. Unless otherwise required ~by law, any notice shall be given by delivering it or by mailing it by first class mail to the appropriate party's address on ~,age 1 of this Mortgage, or to any other address designated in writing. Notice to one mortgagor will be deemed to be notice to all mortgagors. 26. WAIVERS. Except to the extent p~ohibited by law, Mortgagor waives any right regarding the marshalling of liens and assets and all homestead exemption rights relating to the Property. 27. U.C.C. PROVISIONS. If checked, th's following are applicable to, but do nor limit, this Mortgage: [] Construction Loan. This Mo:'tgage secures an obligation incurred for the construction of an improvement on the Property. [] Fixture Filing. Mortgagor grants to Lender a security interest in all goods that Mortgagor owns now or in the future and that are or will become fixtures related to the Property. Crops; Timber; Minerals; R~nts, Issues and Profits. Mortgagor grants to Lender a security interest in all crops, timber and minerals located on the Property as well as all rents, issues, and profits of them including, but not limited to, all Conservation ~teserve Program (CRP) and Payment in Kind (PIK) payments and similar governmental programs (all of which shall also be included in the t~rm "Property"). ~ Personal Property. Mortgagc~ grants to Lender a security interest in all personal proper~y located on or connected with the Property. ~C~~. in~lu~ ~lJ ~m products inventory equipment accounts documents, instruments, chatte~ pap~r,~j~n~.ibl~.-.~nd~"'ll~,~he, items of personal property Mortgagor owns now or in ~he future and that~re us~,ogusefuljn the cqng~[uc.tiqn ownership operation management or maintenance of the Property. The ~rm~9[~l pro~'~c~" s~l¢lC~]~y excludes tha~ property described as "household goods ~ Filing As 'Financing Stat~.~,~nt. 'Mo[tg~gor agrees and acknowledges that this Mortgage also suffices as a financing statement and as ~uch, may be filed of record as a financing s~a[emen~ for purposes of Article 9 of Uniform Commercial Code. ,tt carbon, photographic, image o~ o~her reproduction of ~his Mortgage is sufficient as a financing s~atement. 28. OTHER TERMS. If checked, the following are applicable to ~his Mortgage: ~ Line of Credit. The Secured'Debt includes a revolving ..line of credit provision. Although ~he Secured Debt may be reduced to a zero balance, this Mortgage will remain in effeb~ Until released. Separate Assignment. The ~A0r[gagor has executed or will execute a separate assignmen~ of leases and rents. If the separate assignmen~ of eases and ren~s is properly executed and recorded, then the separate assignmenl will supersede this Securi~ Instr,~ment's "Assignmen~ of Leases and Re~[s" sect Additional Terms. ©199:3, 2001 Banker~ Systems, Inc., St. Cloud, MN Form AGCO-RE$1-WY 1/16/200:3 (page ? of B) 053 SIGNATURES: By signing below, Moltgagor agrees m ~ha ~arms and covenams contained in this Mortgage and in attachments. Mortgagor also acknowledges receipt of a copy of this Mortgage on the date stated above on Page 1. [] Actual authority was granted to ~he parties s~gning below by resolLmon signed and dated Entity Name: PAY DIRT, LLC l$io..tu~olgAVID VIEHMAN, MANAGING MEMBER (Signatuial (tiara) JSignatUrel (Date) ISIgna~ula) [] Refer to the Addendum wi]ich is attached and incorporated heroin for additiona acknowled gmems. Mortgagors, signaIu res and ACKNOWLEDGMENT: STATE OF , COUNTY OF This instrumen~ was acknowledged before me this by day of } SS. My commission expires: JNotmy Public) STATE OF WYOMING , COUNTY OF This instrument wasacknow;edged before me this ~ ~ by DAVID VIEHMAN ---~r m ~ } ss. day of JUNE 2004 MANAGING MEMBER (Ti~lalsil ~k..e.,~.,0,.*.. of PAY DIRT, LLC a WYOMING (Name ol ~usiness ot Entiw! on behalf of the business or entiw. (Notary Public) ~__~'-~-~'~Je~ © 1993, 2001 Bankers Systems. Inc St. Cloud, MN Form AGCO-RFSI-WY 1/16/2003 (page 8 of 8)