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HomeMy WebLinkAbout90533731327 (01) RECEIVED 12/17/2004 at 10:05 AM RECEIVING # 905337 BOOK: 575 PAGE: 232 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY State of Wyoming Space Above This Line For Recording Data REAL ESTATE MORTGAGE (With Future Advance Clause) DATE AND PARTIES. The date of this Mortgage is 12-10-2004 are as follows: and the parties and their addresses MORTGAGOR: M.D.L PROPERTIES, LLC, A WYOMING LIMITED LIABILITY COMPANY §07 ELKHORN DR. THAYNE, WY 83127 [] Refer to the Addendum which is attached and incorporated herein for additional Mortgagors. LENDER: BANK OE JACKSON HOLE ORGANIZED AND EXISTING UNDER TIlE LAWS OF THE STATE OF WYOMING 990 W. BROADWAY P.O. BOX 7000 JACKSON, WY 83002 MORTGAGE. For good and valuable consideration, the receipt and sufficiency of which is acknowledged, and to secure the Secured Debt (hereafter defined), Morlgagor grants, bargains, conveys, mortgages and warrants to Lender, with the power of sale, the following described property: SEE ATTACHED EXHIBIT A ATTACHED HERETO AND MADE A PART THEREOF. The property is located in LINCOLN at OFF COUNTY ROAD 117 AKA MUDDY STRING (County) RD. , .THAYNE , Wyoming 83127 (Address) (City) (Zip Code) Together with all rights, easements, appurteuances, 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 'mprovements, structures, fixtures, and replacements that may now, or' at any time in the future, be part of the reap estate described above (all referred to as "Property"). 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, FHA OR VA USE. AN0 N~t~i[ FOR CONSUMER PURPOSES) [page I of 8) F~'~~ ©1993. 2001 Bankers Systems Inc., St Cloud. MN F .... A GCO-RESI*WY1/16/2003 "7~-~ ~__~-, ~P~'~ o9o5a ? 0 .,_ 0 2 3 3 MAXIMUM OBLIGATION LIMIT. The total principal amount of trot; Secured Debt (hereafter defined) secured by this Mortgage at any one time shal not exceed $ 3§0,000.00 This limitation of amount does not include interest, loan charges, commitment fees, brokerage commm,~ns, attorneys' fees and other charges validly made pursuant to this Mortgage and does not apply to advances (or interu,~t accrued on such advances) made under the terms of this Mortgage to protect Lender's security and to perform ar~y ~r the covenants contained Jn this Mortgage Future advances are contemplated and, along with other future obligatio~, ;~re secured by this Mortgage even though all or part may not yet be advanced. Nothing in this Mortgage, however ~l~ll constitute a commitment to make additional or future loans or advances in any amount. Any such commitmenl wo~dd need to be agreed to in a separate writing. SECURED DEBT DEFINED. The term "Secured Debt" includes, but , ~()t limited to, the following: A. The promissory note(s), contract(s), guaranty(les) or othe~ ~;vidence of debt described below and all extensions, renewals, modifications or substitutions. (When referencm~j the debts below it is suggested that you include items such as borrowers' names and addresses, note pri/fc//)~d amounts, commercial revolving loan agreement's maximum amount, interest rates, variable rate terms, mat~¢r/:y dates, etc.) PROMISSORY NOTE DATED 12-10-2004 IN THE AMOUNT OF $360,000.00 B. All future advances from Lender to Mortgagor or othe, f~Jttll'e obligatmns of Mortgagor to Lender under any promissory note, contract, guaranty, or other evidence ()f d~.~bz existing now or executed after this Mortgage whether or not this Mortgage is specifically referred to in th~TM, ~.vidence of debt. C. All obligations Mortgagor owes to Lender, which now ex~s~ (), ,~ay later arise, to the extent not prohibited by law, including, but not limited to, liabilities for overdrafts ~ul,'d,)g to any deposit account agreement between Mortgagor and Lender. D. All additional sums advanced and expenses incurred by Lel~(l~;~ for insuring, preserving or otherwise protecting the Property and its value and any other sums advanced and expenses ~curred by Lender under the terms of this Mortgage, plus interest at the highest rate in effect, from [~me to time, as provided in the Evidence of Debt. E. Mortgager's performance under the terms of any instrum~;~)t ewdencing a debt by Mortgagor to Lender and any Mortgage securing, guarantying, or otherwise relating to the debt. If more than one person signs this Mortgage as Mortgagor, each Mortgagor agrees that this Mortgage will secure all future advances and future obligations described above that are ~.jiw.~r~ to or incurred by any one or more Mortgagor, or any one or more Mortgagor and others. This Mortgage will not se£;~,ru ~,ny other debt if Lender fails, with respect to such other debt, to make any required disclosure about this Mortgage ~), r [ender fails to give any required notice of the right of rescission. PAYMENTS. Mortgagor agrees to make all payments on the Sect,~;d Debt when due and in accordance with the terms of the Evidence of Debt or this Mortgage. CLAIMS AGAINST TITLE. Mortgagor will pay all taxes, asses.~n~et)ts, liens, encumbrances, lease payments, ground rents, utilities, and other charges relating to the Property when erie Lender may require Mortgagor to provide to Lender copies of all notices that such amounts are due and the receipts evith~,~cing Mortgager's payment. Mortgagor will defend title to the Property against any claims that would impair the h~,~ of this Mortgage. Mortgagor agrees to assign to Lender, as requested by Lender, any rights, claims or defenses wl)~(:l Mortgagor may have against parties who supply labor or materials to improve or mainta'n the Property. PRIOR SECURITY INTERESTS. With regard to a~y other morz.q;,~je, deed of trusl, security agreement or other lien document that created a prior security interest or encumbrance (~t~ tl~e Property and that may have priority over this Mortgage, Mortgagor agrees: A. To make all payments when due and to perform or comply with ~11 covenants. B. To promptly deliver to Lender any notices that Mortgagor receives from the holder. C. Not to make or permit any modification or extension of, at~( not to request or accept any future advances under any note or agreement secured by, the other mortgage, (lt.~ed of trust or security agreement unless Lender consents in writing. DUE ON SALE OR ENCUMBRANCE. Lender may, at its option, d~,cl¢~re the entire balance of the Secured Debt to be immediately due and payable upon the creation of any lien, encumh~ce, transfer, or sale, or contract for any of these on the Property. However, if the Property includes Mortgager's re.~i~h~,~ce, this section shall be subject to the restrictions imposed by federal law (12 C.F.R. 591), as applicable. For tl~u ~uH~oses of this seclion, the term "Property" also includes any interest to all or any part of the Property. This cow~r~ ~ shall run with the Property and shall remain in effect until the Secured Debt is paid in full and this Mortgage is reh~,;~.~ed. 1993, 2OO1 Bankers Systems, Inc., St Cloud, MN Form AGCO-RESI~WY 1/16,~003 (page 2 of 8) 9. TRANSFER OF AN INTEREST IN THE MORTGAGOR. If Mortgaoo~ ~ an entity/ other than a natural person (such as a corporation or other organization), Lender may demand immediate ~wment if (1) a beneficial interest in Mortgagor is sold or transferred; (2) there is a change in either the identity or numh(; of members of a partnership or similar entity; or (3) there is a change 'n ownership of more than 25 percent of the wet ~)(j stock of a corporation or similar entity. However, Lender may not demand payment in the above situations if it is p~olfihited by law as of the date of this Mortgage. lO. ENTITY WARRANTIES AND REPRESENTATIONS. If Mortgagor ~ ,:~r' entity other than a natural person (such as a corporation or other organization), Mortgagor makes to Lender th~.~ lollowing warranties and representations which shall be continuing as long as the Secured Debt remains outstanding: A. Mortgagor is an entity which is duly organized and validly ex,sting in the Mortgagor's state of ncorporation (or organization). Mortgagor is in good standing in all states i~ which Mortgagor transacts business. Mortgagor has the power and authority to own the Property and to c~,ry ¢)~ its business as now being conducted and, as applicable, is qualified to do so in each state in which Mor~g,q(jo~ operates. B. The execution, delivery and performance of this Mortgage. hy Mortgagor and the obligation evidenced by the Evidence of Debt are within the power of Mortgagor, h~w~, been duly authorized, have received all necessary governmental approval, and will not violate any provision er h~w. o~ order of court or governmental agency. C. Other than disclosed n writing Mortgagor has not changed hs name within the last ten years and has not used any other trade or fictitious name Without Lender's prio] w~ltten consent, Mortgagor does not and will not use any other name and will preserve its existing name, t~tf~; names and franchises until the Secured Debt is satisfied. 11. PROPERTY CONDITION, ALTERATIONS AND INSPECTION. Mortg~jo~ will keep the Property in good condition and make all repairs that are reasonably necessary. Mortgagor will give I~;n¢ler prompt notice of any loss or damage to the Property. Mortgagor will keep the Property free of noxious weeds al~d grasses. Mortgagor will not initiate, join in or consent to any change in any private restrictive covenant, zoning ~r dinance or other public or private restriction limiting or defining the uses which may be made of the Property or a~y p~[ of the Property, without Lender's prior written consent. Mortgagor will notify Lender of all demands, proceedin(j.~, claims, and actions against Mortgagor or any other owner made under law or regulation regarding use, ownership ;~d OCCL, pancy of the Property. Mortgagor will comply with all legal requirements and restrictions, whether public or priwm.q with respect to the use of the Property. Mortgagor also agrees that the nature of the occupancy and use will not char~g,~ without Lender's prior written consent. No portion of the Property will be removed, demolished or mah:~ia ly altered without Lender's prior written consent except that Mortgagor has the right to remove items of personal i~nperty comprising a part of the Property that become worn or obsolete, provided that such personal property is replaced w~tn other personal property at least equal in value to the replaced personal property, free from any title retention dew~;u, security agreement or other encumbrance. Such replacement of personal property will be deemed subject to the ~ud~ity 'nterest created by this Mortgage. Mortgagor shall not partition or subdivide the Property without Lender's pl~o~ wlitten consent. Lender or Lender's agents may, at Lender's option, enter the Property at any reasonable time for th~~. I~,pose or inspecting the Property. Any inspection 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 documc,,t flint has priority over this Mortgage, Lender may, without notice, perform the duties or cause them to be performed Mortgagor appoints Lender as attorney in fact to sign Mortgagor's name or pay any amount necessary for performance If z~y construction on the Property is discontinued or not carried on in a reasonable manner, Lender may do whatever :, ~ecessary to protect Lender's security interest in the Property. This may include completing the construction Lender's right to perform for Mortgagor shall not create an obligaz,~ to perform, and Lender's failure to perform will not preclude Lender from exercising any of Lender's other rights u~dc, the law or this Mortgage. Any amounts paid by Lender for insuring, preserving or otherwise protecting the Property ~,~rt Lender's security interest will be due on demand and will bear interest from the date of the payment until paid full at the interest rate in effect from time to time according to the terms of the Evidence of Debt. 13. ASSIGNMENT OF LEASES AND RENTS. Mortgagor assigns, 9~ants, bargains, conveys, mortgages and warrants to Lender as additional security all the right, title and interest in the f~filowing (Property). A. Existing or future leases, subleases, licenses, guaranties a~)d any other written or verbal agreements for the use and occupancy of the Property, including but not limited [o. any extensions, renewals, modifications or replacements (Leases). B. Rents, issues and profits, including but not limited to, sc(:u[ity deposits, minimum rents, percentage rents, additional rents, common area maintenance charges, parki~cj 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, b()l~Llses, accounts, contracl rights, general intangibles, and all rights and claims which Mortgagor may have that ~y way pertain to or are on account of the use or occupancy of the whole or any part of the Property (Rents) n the event any item listed as Leases or Rents is determined ~ be personal property, this Assignment will also be regarded as a security agreement. _~.~"z( X (page 3 of S) ~u © 1993, 2001 Bankers Systems, Inc.. St. Cloud, MN Form AGCO-RESFWY 1116/: ~')03 f ¢ Mortgagor will promptly provide Lender with copies of the kease~ :~d will certify these Leases are true and correct copies. The existing Leases will be provided on execution of the A~,~i!jl~ment, and all of the future Leases and any other information with respect to these Leases will be provided immedi~dul¢ ~f[er they are executed. Mortgagor may collect, receive, enjoy and use the Rents so long as Mortgagor is not in def~l~d~. Mortgagor will not collect in advance any Rents due in future lease periods, unless Mortgagor first obtains Lender's w~ itten consent. Upon default, Mortgagor will receive any Rents in trust for Lender and Mortgagor will not commingle thu ~-~,;~ts with any other funds. When Lender so directs, Mortgagor will endorse and deliver any payments of Rents fronq lht~ Property to Lender. Amounts collected will be applied at Lender's discretion to the Secured Debts, the costs of m¢~ging, protecting and preserving the Property, and other necessary expenses. Mortgagor agrees that this Security Inshu~ent is immediately effective between Mortgagor and Lender. This Security Instrument will remain effective during ~ny statutory redemption period until the Secured Debts are satisfied. Unless otherwise prohibited or prescribed by .~I,'de law, Mortgagor agrees that Lender may take actual possession of the Property without the necessity of commer~;i~g ~ny legal action or proceeding. Mortgagor agrees that actual possession of the Property is deemed to occur when I ~,r~(ler notifies Mortgagor of Mortgager's default and demands that Mortgagor and Mortgager's tenants pay all Rents aL~ ~)r to become due directly to Lender. Immediately after Lender gives Mortgagor the notice of default, Mortgagor agr~e~ ~l~t either Lender or Mortgagor may immediately notify the tenants and demand that all future Rents be paid directly ~) I.eilcter. As long as this Assignment is in effect, Mortgagor warrants and rel)lt~.qon[s that no default exists under the Leases, and the parties subject to the Leases have not violated any applicable I~w on leases, licenses and landlords and tenants. Mortgagor, at its sole cost and expense, wil keep, observe and pc~f(¢~m, and require all other parties to the Leases to comply with the Leases and any applicable law If Mortgagor or ar~y i~ty to the Lease defaults or fails to observe any applicable law, Mortgagor will promptly notify Lender. If Mortgago~ ~(¢glects or refuses to enforce compliance with the terms of the Leases, then Lender may, at Lender's option, enforce co~ pli~nce. Mortgagor will not sublet, modify, extend, cancel, or otherwise ali~,~ the Leases, or accept the surrender of the Property covered by the Leases (unless the Leases so require) without Lendu~'.~ consent. Mortgagor will not assign, compromise, subordinate or encumber the Leases and Rents without Lender's i~ior written consent. Lender does not assume or become liable for the Property's maintenance, depreciation, or o~h~,~ losses or damages when Lender acts to manage, protect or preserve the Property, except for losses and damages ~1~; to Lender's gross negligence or intentional torts. Otherwise, Mortgagor will indemnify Lender and hold Lender harml~,~s for all liability, loss or damage that Lender may incur when Lender opts to exercise any of its remedies against any i).'~ ly obligated under the Leases. 14. CONDOMINIUMS; PLANNED UNIT DEVELOPMENTS. If the Property ii,chides a unit in a condominium or a planned unit development, Mortgagor will perform all of Mortgager's duties ul~d~r the covenants, by-laws, or regulations of the condominium or planned unit development. 15. DEFAULT. Mortgagor will be in default if any of the following occur: A. Any party obligated on the Secured Debt fails to make paymcr~ when due; B. A breach of any term or covenant in this Mortgage, any p~i~ mortgage or any construction loan agreement, security agreement or any other document evidencing, guar~yi~g, securing or otherwise relating to the Secured Debt; C. The making or furnishing of any verbal or written represent~d,~, statement or warranty to Lender that is false or incorrect in any material respect by Mortgagor or any person o~ ~:~ti[y obligated on the Secured Debt; D. The death, dissolution, or insolvency of, appointment of a luc~;ive~ for, or application of any debtor relief law to, Mortgagor or any person or entity obligated on the Secured E. A good faith belief by Lender at any time that Lender is insecu~ with respect to any person or entity obligated on the Secured Debt or that the prospect of any payment ~s imperiled or the value of the Property is impaired; F. A material adverse change in Mortgager's business includin~j ownership, management, and financial conditions, which Lender in its opinion believes impairs the value of the PiOl~elty or repayment of the Secured Debt; or G. Any loan proceeds are used for a purpose that will contribut~ ~ excessive erosion of highly erodible land or to the conversion of wetlands to produce an agricultural commodity, ~s further explained in 7 C.F.R. Part 1940, Subpart G, Exhibit M. 16. REMEDIES ON DEFAULT. In some nstances, federal and state law will require Lender to provide Mortgagor with notice of the right to cure, mediation notices or other notices and may est~d~l~sh time schedules for foreclosure actions. Subject to these limitations, if any, Lender may accelerate the Secured Debl ~d foreclose this Mortgage in a manner provided by law if this Mortgagor is in default At the option of Lender, all or any part of the agreed fees and ch;~rges, accrued interest and principal shall become immediately due and payable, after giving notice if required by h~w, upon the occurrence of a default or anytime thereafter. In addition, Lender shall be entitled to all the remedies plovided by law, the Evidence of Debt, other evidences of debt, this Mortgage and any related documents including witt~t~t limitation, the power to sell the Property. All remedies are distinct, cumulative and not exclusive, and the Lender i,~ endtled to all remedies provided at law or equity, whether expressly set forth or not. The acceptance by Lender of a~y sum in payment or partial payment on the Secured Debt after the balance is due or is accelerated or after foreclosure p~ceedings are filed shall not constitute a waiver of Lender's right to require full and complete cure of any existing d~,i~adt By not exercising any remedy on Mortgager's default, Lender does not waive Lender's right to later consider the ew.q~t ~ default if it continues or happens again. ~u © 1993, 2001 Bankers Systems, Inc., St. Cloud, MN Form AGCO-RESI-WY 1/16/20u3 [page 4 of 8) 17. EXPENSES; ADVANCES ON COVENANTS; ATTORNEYS' FEES; COLLECTION COSTS. Except when prohibited by law, Mortgagor agrees to pay all of Lender's expenses if Mortgagor bre~:l~s ~ny covenant in this Mortgage. Mortgagor will also pay on demand all of Lender's expenses incurred in collecting, ir~su~ing, preserving or protecting the Property or in any inventories, audits, inspections or other examination by Lende~ i~ ~espect to the Property. Mortgagor agrees to pay all costs and expenses incurred by Lender in enforcing or protecti ~(.j I t~nder's rights and remedies under this Mortgage, including, but not limited to, attorneys' fees, court costs, and oth~'~ h~,~jal expenses. Once the Secured Debt is fully and finally paid, Lender agrees to release this Mortgage and Mortgag~ ~g~ees to pay for any recordation costs. All such amounts are due on demand and will bear interest from the time of tile ~dvance at the highest rate in effect, from time to time, as provided in the Evidence of Debt and as permitted by law. 18. ENVIRONMENTAL LAWS AND HAZARDOUS SUBSTANCES. As t~st-:d in this section, (1) "Environmental Law" means, without limitation, the Comprehensive Environmental Response, C~,q~ensation and Liability Act (CERCLA, 42 U.S.C. 9601 et seq.), all other federal, state and local laws, regulations, ~),dh~,~ces, court orders, attorney general opinions or interpretive letters concerning the public health, safety, welfare;, unvironment or a hazardous substance; and (2) "Hazardous Substance" means any toxic, radioactive or hazardous ~,'~terial, waste, pollutant or contaminant which has characteristics which render the substance dangerous or potentially d~ngerous to the public health, safety, welfare or environment. The term includes, without limitation, any substances d~d [ned as "hazardous material," "toxic substances," "hazardous waste" or "hazardous substance" under any Environm~'~)t~d [_aw. Mortgagor represents, warrants and agrees that, except as previously disclosed and acknowledged in writing: A. No Hazardous Substance has been, is, or will be located, t~,~sported, manufactured, treated, refined, or handled by any person on, under or about the Property, except in thc <~[di~ary course of business and in strict compliance with all applicable Environmental Law. B. Mortgagor has not and will not cause, contribute to, or pu=~it the release of any Hazardous Substance on the Property. C. Mortgager will immediately notify Lender if (1) a release o~ d~e~tened release of Hazardous Substance occurs on, under or about the Property or migrates or threatens to mig~ ~de flora nearby property; or (2) there is a violation of any Environmental Law concerning the Property. In such ~[~ ~vent, Mortgagor will take all necessary remedial action in accordance with Environmental Law. D. Mortgagor has no knowledge of or reason to believe there ~ ;~ny pending or threatened investigation, claim, or proceeding of any kind relating to (1) any Hazardous Subst~,~ce located on, under or about the Property; or (2) any violation by Mortgagor or any tenant of any Er~vironme~d.'d Law. Mortgagor will immediately notify Lender in writing as soon as Mortgagor has reason to believe there is ;~[~y such pending or threatened investigation, claim, or proceeding. In such an event, Lender has the right, but n:~t tl~(.~ obligation, to participate in any such proceeding including the right to receive copies of any documents relatil~j to such proceedings. E. Mortgagor and every tenant have been, are and shall remaH~ i~ full compliance with any applicable Environmental Law. F. There are no underground storage tanks, private dumps o~ ~)i)en wells located on or under 'the Property and no such tank, dump or well will be added unless Lender first c~e. nts in writing. G. Mortgagor will regularly inspect the Property, monitor the ~,ctivities and operations on the Property, and confirm that all permits, licenses or approvals required by any apl)lic~d~le Environmental Law are obtained and complied with. H. Mortgagor will permit, or cause any tenant to permit, Lende~ o~ Lender's agent to enter and inspect the Property and review all records at any reasonable time to deter~ine (1) the existence, location and nature·°f any Hazardous Substance on, under or about the Property; (2) tl~., existence, location, nature, and magnitude of any Hazardous Substance that has been released on, under ol ;~bout the Property; or (3) whether or not Mortgagor and any tenant are in compliance with applicable Environm~;~d;d Law. I. Upon Lender's request and at any time, Mortgagor ag~{;us, at Mortgagor's expense, to engage a qualified environmental engineer to prepare an environmental audit ot die Property and to submit the results of such audit to Lender. The choice of the environmental engineer who will put form such audit is subject to Lender's approval. J. Lender has the right, but not the obligation, to perform ~y of Mortgagor's obligations under this section at Mortgagor's expense. K. As a consequence of any breach of any representation, w~l;~ty or promise made in this section, (1) Mortgagor will indemnify and hold Lender and Lender's successors o, ;~ssigns harmless from and against all losses, claims, demands, liabilities, damages, cleanup, response and ~en~ediation costs, penalties and expenses, including without limitation all costs of litigation and attorneys' fees, wlfich Lender and Lender's successors or assigns may sustain; and (2) at Lender's discretion, Lender may release this Mortgage and in return Mortgagor will provide Lender with collateral of at least equal value to the Property ~,cured by this Mortgage without prejudice to any of Lender's rights under this Mortgage. L. Notwithstanding any of the language contained in this Mot t~jage to the contrary, the terms of this section shall survive any foreclosure or satisfaction of this Mortgage ~g~dless of any passage of title to Lender or any disposition by Lender of any or all of the Property. Any claimers ~d defenses to the contrary are hereby waived. 19. CONDEMNATION. Mortgagor will give Lender prompt notice of ~y action, real or threatened, by private or public entities to purchase or take any or all of the Property, including a~y e;~sements, through condemnation, eminent domain, or any other means. Mortgagor further agrees to notify Lender of ~,~y proceedings instituted for the establishment of any sewer, water, conservation, ditch, drainage, or other district reh~h~(J to or binding upon the Property or any part of it. Mortgagor authorizes Lender to intervene in Mortgagor's name ir~ ~r~y of the above described actions or claims and to collect and receive all sums resulting from the action or claim. M~)~ t(j;tgor assigns to Lender the proceeds of any award or claim for damages connected with a condemnation or other tak ~(.! of ~11 or any part of the Property. Such proceeds shall be considered payments and will be applied as provided in this Moltg~ge. This assignment of proceeds is subject to the terms of any prior mortgage, deed of trust, security agreement o~ other lien document. (page $ of 8) ~'~-~ ©1993,2001BankersSyst I St. C'oud, MN FormAGCORESI-WY1/16 2L'°3 ~ ~~ -. .... O.DOScq87 20. INSURANCE. Mortgagor agrees to maintain insurance as follows: A. 21. 22. 23. Mortgagor shall keep the Property insured against loss f)y fi~e, theft and other hazards and risks reasonably associated with the Property due to its type and location Cd, er hazards and risks may include, for example, coverage against loss due to floods or flooding. This ns~ce shall be maintained in the amounts and for the periods that Lender requires. What Lender requires pursu¢~t to the preceding two sentences can change during the term of the Secured Debt. The insurance carrier provicli~;j the insurance shall be chosen by Mortgagor subject to Lender's approval, which shall not be unreasonably w~lht~eld. If Mortgagor fails to maintain the coverage described above, Lender may, at Lender's option, obtah~ ~:(woage to protect Lender's rights in the Property according to the terms of this Mortgage. All insurance policies and renewals shall be acceptable to I J~.l/cJt.~l· and shall include a standard "mortgage clause" and, where applicable, "lender loss payee clause." Mortg~j~, shall immediately notify Lender of cancellation or termination of the 'nsurance. Lender shall have the righl z() I~olcl the policies and renewals. If Lender requires, Mortgagor shall immediately give to Lender all receipts of )~id premiums and renewal notices. Upon loss, Mortgagor shall g~ve immediate notice to the insurance c~,~i,, ~nd Lender. Lender may make proof of loss if not made immediately by Mortgagor. Unless Lender and Mortgagor otherwise agree in writing, in.~urance proceeds shall be applied to restoration or repmr of the Property damaged if the restoration or repo, i~ econornically feasible and Lender's security ~s not lessened. If the restoration or repair is not economically fc~sible or Lender's security would be lessened, the insurance proceeds shall be applied to the Secured Deb[ wi~e[her or not then due, with any excess paid to Mortgagor. f Mortgagor abandons the Property, or does ~](~[ ~swer within 30 days a notice from Lender thal the insurance carrier has offered to settle a claim, then Lendu~ ~y collect the insurance proceeds. Lender may use the proceeds to repair or restore the Property or to pay I~; .qect~red Debt whether or not then 'due The 30-day period will begin when the notice Is given. Unless Lender and Mortgagor otherwise agree in Writing, ~y ~q)plication of proceeds to principa shall not extend or postpone the due date of scheduled payments or ch~!l~*. ~he amoun~ of the payments. If the Property is acquired by Lender, Mortgagor's right to any insurance i)()licies and proceeds resulting from damage to the Property before the acquisition shall pass to Lender to tl~., extent of the Secured Debt immediately before the acquisition. Mortgagor agrees to maintain comprehensive general liabilil¥ ,~surance naming Lender as an additional insured in an amount acceptable to Lender, ~nsuring against claims ~,~isir~g from any accident or occurrence in or on the Property. Mortgagor agrees to maintain rental loss or business in~ef~q)uc)n insurance, as required by Lender, in an amount equal to at least coverage of one year's debt service. ;~cl required escrow account deposits (if agreed to separately in writing), under a form of policy acceptable to NO ESCROW FOR TAXES AND INSURANCE. Unless otherwise p~owded in a separate agreement, Mortgagor will not be required to pay to Lender funds for taxes and insurance in escrow FINANCIAL REPORTS AND ADDITIONAL DOCUMENTS. Mortga~j()~ will provide to Lender upon request, any financial statement or information Lender may deem necessary. Mortgago~ w¢~rrants that all financial statements and information Mortgagor provides to Lender are, or will be, accurate, correct, a~(~ complete. Mortgagor agrees to sign, deliver, and file as Lender may reasonably request any additional documents o~ ~;c~tifications that Lender may consider necessary to perfect, continue, and preserve Mortgagor's obligations under this Mortgage and Lender's lien status on the Property. f Mortgagor fails to do so, Lender may sign, deliver, and file su(:l~ documents or certificates in Mortgagor's name and Mortgagor hereby irrevocably appoints Lender or Lender's agen! ~s ~llorr)ey in fact to do the things necessary to comply with this section. JOINT AND INDIVIDUAL LIABILITY; CO-SIGNERS; SUCCESSORS AND ASSIGNS BOUND. All duties under this Mortgage are joint and individual. If Mortgagor s~gns this Mortgage but does ~()t sign the Evidence of Debt, Mortgagor does so only to mortgage Mortgagor's interest in the Property to secure paym(;~,~ ()f the Secured Debt and Mortgagor does not agree to be personally liable on the Secured Debt. Mortgagor agrees th~l Icnder and any party to this Mortgage may extend, modify or make any change in the terms of this Mortgage or the I:vi~lence of Debt without Mortgagor's consent. Such a change will not release Mortgagor from the terms of this Mortg~j~= l'he 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 Mortga(jor ~)d (foes not directly secure the obligation which is guarantied, Mortgagor agrees to waive any rights that may prew.q~ Lender from bringing any action or claim agmnst Mortgagor or any party indebted under the obligation including, but ~()t limited to, anti-deficiency or one-action laws. 1993. 2001 Bankers Systems, Inc.. St. Cloud, MN Form AGCO-RESI-WY 1/16,2u1~3 [page 6 of 8) 24. APPLICABLE LAW; SEVERABILITY; INTERPRETATION. This M~ltg~ge is governed by the laws of the jurisdiction in which Lender is located, except to the extent otherwise requi~;d hy the laws of the jurisdiction where the Property is located. This Mortgage is complete and fully integrated. Thi~ M~ltgage may not be amended or modified by oral agreement. Any section or clause in this Mortgage, attachme~.% o~ any agreement related to the Secured Debt that conflicts with applicable law will not be effective, unless that law ~'xpressly or impliedly permits the variations by written agreement. If any sectIon or clause of this Mortgage cannot be ~;~forced according, to its terms, that section or clause will be severed and will not affect the enforceability of the rem~i~h.~ ~f this Mortgage. Whenever used, the singular shall include the plural and the plura the singular. The captions ~d I~.~dings of the sections of this Mortgage are for convenience only and are not to be used to interpret or define th~ terms of this Mortgage. Time is of the essence in this Mortgage. 25. NOTICE. Unless otherwise required by law, any notice shall be g~v~r~ by delivering it or by mailing it by first class mail to the appropriate party's address on page 1 of this Mortgage, or ~ ~y other address designated in writing. Notice to one mortgagor will be deemed to be notice to all mortgagors. 26. WAIVERS. Except to the extent prohibited by law, Mortgagor w~ives any right regarding the marshalling of liens and assets and all homestead exemption rights relating to the Properw 27. U.C.C. PROVISIONS. If checked, the following are applicable ~o, h~l do not limit, this Mortgage: [] Construction Loan. This Mortgage secures an obligation i~;t~rled for the construction of an improvement on the Property. [] Fixture Filing. Mortgagor grants to Lender a security in~,~,~,~t in all goods that Mortgagor owns now or in the future and that are or will become fixtures related to the P~operty. [] Crops; Timber; Minerals; Rents, Issues and Profits. Moji!la,jot grants to Lender a security interest in all crops, timber and minerals located on the Property as well as ~11 ~ents, issues, and profits of them including, but not limited to, all Conservation Reserve Program (CRPJ and P~ y~;~t in Kind (PIK) payments and similar governmental programs (all of which shal also be included in the' term "P~ ~p~rty"). [] Personal Property. Mortgagor grants to Lender a security i~t~rest in all personal property located on or connected with the Property. This security interest includes all fam~ i~l(~dL~cts, inventory, equipment, accounts, documents, instruments, chattel paper, general intangibles, and all oth~,~ i~,~m's of personal property Mortgagor owns now or in the future and that are used or useful in the construction, ~wnership, operation, management, or maintenance of the Property. The term "personal property" specifically ~'×cl~des that property described as "household goods" secured in connection with a "consumer" loan as tho~ terms are defined in applicable federal regulations governing unfair and deceptive credit practmes. [] Filing As Financing Statement. Mortgagor agrees and ~:knowledges that this Mortgage also suffices as a financing statement and as such, may be filed of record ~,~ ~ financing statement for purposes of Article 9 of the Uniform Commercia Code. A carbon, photographic, imag~,~ ~l' other reproduction of this Mortgage is sufficient as a financing statement. 28. OTHER TERMS. If checked, the following are applicable to this Mortgage: [] Line of Credit. The Secured Debt includes a revolvidg line ~f credit provision. Although the Secured Debt may be reduced to a zero balance, this Mortgage will remain in eff~c~ ~ntil released. [] Separate Assignment. The Mortgagor has executed or wdl ~,~xecute a ~eparate assignment of leases and rents. If the separate assignment of leases and rents is properly ex~,'~;~Hed and recorded, then the separate assignment will supersede this Security Instrument's "Assignment of Leas~;~ ~d Rents" section. [] Additional Terms. ~M © 1993, 2001 Bankers Syst I St. Cloud, MN Form AGCO*RESI-Wy 1/16 2003 .... ....'7~. (page ? of 8) 0 tJ. 337 0,? 3 9 SIGNATURES: By signing below, Mortgagor agrees to the terms al~(I ~;ovenants contained in this Mortgage and in any attachments. Mortgagor also acknowledges receipt of a copy of thi~ Mortgage on the date stated above on Page 1. [] Actual authority was granted to the parties signing below by re~(~hmon signed and dated Entity Name: M.D.L. PROPERTIES, LLC ISig~atureq'HOMAS LEWI~A~IA-'~RIMEMBER (Date) (s'~'"~Luu)SU E LEWIS, MEMBER (Date) (Signature) (Date) (Signature) (Date) [] Refer to the Addendum which is attached and incorporated I~u~ein for additional Mortgagors, mgnatures and acknowledgments. ACKNOWLEDGMENT: STATE OF , COUNTY OF This instrument was acknowledged before me this (Individual) by day of } SS. My commission expires: (Notary Public) This instrument was acknowledged before me this ~j_\ _ _clay of DECEMBER 2004 by THOMAS LEWIS; SUE LEWIS ,~, ?t ~su,~ .... MANAGE~MEMBER; MEMBER Entity ~=~no~) of M.D.L. PROPERTIES, LLC a WYOMING LIMITED LIABILITY COMPANY My commission expires: SS. (Titlels)) (Name of Business or Entity) on behalf of the business or entity. /- (~N orate Publtc) ~'~--"~ © 1'993, 2001 Bankers Systems, Inc., St. Cloud, MN Form AGCO-RESFWY 1/16/2003 (page 8 of 8) EXFIIBIT "A' Parcel 1 (Fee Sknpl¢): Thc MericaProper/y, as referred to in The Deed recorded in Book 419 P.R., on Page 744 and the Borden property, as referred to ia The Deed recorded in Book 419 on Page 745, wi~h the Office of the Clerk of L/ncoln Country, Wyoming within the NW1/4SEI/4 of Section 1, T34N, R119W, of the 6'h P.M., Lincoln CounW, Wyoming, the metes and being more particularly described ss follows: BEGINNINO at the BLM type monument marking the Marlowe A. Scherbel PLS 5368 1994 locaxton for the Southwest comer of NE1/4 of said Sc¢~ionl; tl~ence S88°$2'23"E along the South I/ne of said NEI/4 1,320.08 fee~ to a BLM type monument markin$ the Lloyd B, Baker PE/LS 698 2004 location for the Northwest corner of thc E 1/2SE1/4 ofsa~d Section 1; thence S0°33' 17"W along ~e West line of said E 1/2SE 1/4, 1,323.35 feet to an Aluminum Cap on the Iron Pipe marking the Lloyd B. Baker PE/LS 698 2004 locadon for the Northeast comer of the SWI/4SE1/4; thence N$$°$2'33',W along the North line, of said SW1/4SE1/4, 570.01 feet to an Alum~.r~tm Cap on Iron Pip~ marking the Southeast Corn'er of the Woolley Property as referred in the Deed recorded in Book 440 P.R., on Page 209, w~th s~id Office; thence N0°33'07,,£, pazallol to the East Line of the SW1/4 of said Section 1, along the East line of said Woolley Property, 302.00 feet to an Aluminum Cap on ~ron Pipe, m~king the Northeast comer of said Wool[ey property; thence N88o52,3Y,W. parallel m North linc of said SW1/4SE1/4, along the North line ofs~d Woolley Property, 750'.00 feet to an Aluminum Cap on Iron Pipe'm,~king a point ha ~aid East line; thence N0°S3,07"E along said East lithe 1,021.43 feet, to ~he Poiut of Begi~n;ng. Pareel 2 (Easement L'aterest): That Right-of-Way Easement for h~gress and Egress, recorded in Book 374 P.R., on Page 163~ with said Office. 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