HomeMy WebLinkAbout9074910053
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
Wells Fargo Bank, National
Association
Real Estate Group (AU #07572)
299 South Main Street, 6th floor
Salt Lake City, UT 84111
Attn: Lauri A. Parent
Loan No. 101636
RECEIVED 4/5/2005 at 1:43 PM
RECEIVING # 907491
BOOK: 582 PAGE: 531
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, VVY
THIS MORTGAGE SECURES A NOTE WHICH PROVIDES FOR
A VARIABLE INTEREST RATE
CONSTRUCTION MORTGAGE
WITH ABSOLUTE ASSIGNMENT OF LEASES AND RENTS,
SECURITY AGREEMENT AND FIXTURE FILING
THE PARTIES TO THIS CONSTRUCTION MORTGAGE WITH ABSOLUTE ASSIGNMENT
OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING ("Mortgage"),
made as of March 14, 2005, are Alpine Junction LLC, a Wyoming limited liability company
("Mortgagor"), for the benefit of Wells Fargo Bank, National Association ("Mortgagee").
ARTICLE 1. GRANT
1.1
GRANT. For the purposes of and upon the terms and conditions in this
Mortgage, Mortgagor irrevocably grants, conveys, assigns, mortgages and
warrants to Mortgagee and its successors and assigns forever all of that real
property located in the Town of Alpine, County of Lincoln, State of Wyoming,
described on Exhibit A attached hereto, together with all right, title, interest,
and privileges of Mortgagor in and to all streets, ways, roads, and alleys used
in connection with or pertaining to such real property, all development rights or
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1.2
2.1
credits, air rights, water, water rights and water stock related to the real
property, and all minerals, oil and gas, and other hydrocarbon substances in,
on or under the real property, and all appurtenances, easements, rights and
rights of way appurtenant or related thereto; all buildings, other improvements
and fixtures now or hereafter located on the real property, including, but not
limited to, all apparatus, equipment, and appliances used in the operation or
occupancy of the real property, it being intended by the parties that all such
items shall be conclusively considered to be a part of the real property,
whether or not attached or affixed to the real property (the "Improvements");
all interest or estate which Mortgagor may hereafter acquire in the property
described above, and all additions and accretions thereto, and the proceeds of
any of the foregoing; (all of the foregoing being collectively referred to as the
"Subject Property"). The listing of specific rights or property shall not be
interpreted as a limit of general terms. TO HAVE AND TO HOLD the Subject
Property unto Mortgagee, its successors and assigns forever;
PROVIDED, ALWAYS, that if Mortgagor shall fully pay and perform all of the
indebtedness and obligations secured hereby according to the terms thereof,
then this Mortgage shall thereafter be null and void.
ADDRESS. The address of the Subject Property (if known) is: Intersection of
Highway 26 & 28, Alpine, VVY 83001. However, neither the failure to
designate an address nor any inaccuracy in the address designated shall
affect the validity or priority of the lien of this Mortgage on the Subject Property
as described on Exhibit A.
ARTICLE 2. OBLIGATIONS SECURED
OBLIGATIONS SECURED. Mortgagor makes this Mortgage for the purpose of
securing the following obligations ("Secured Obligations"):
(a)
Payment to Mortgagee of all sums at any time owing under that certain
Promissory Note ("Note") of even date herewith, in the principal amount
of One Million Seven Hundred Eighty Seven Thousand Five Hundred
and 00/100ths Dollars ($1,787,500.00), with a maturity date of March 1,
2006 executed by Alpine Junction LLC, a Wyoming limited liability
company ("Borrower"), and payable to the order of Mortgagee, as
lender; and
(b)
Payment and performance of all covenants and obligations of Mortgagor
under this Mortgage; and
(c)
Payment and performance of all covenants and obligations on the part
of Borrower under that certain Building Loan Agreement ("Loan
Agreement") of even date herewith by and between Borrower and
Mortgagee, as lender; and
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2.2
2.3
2.4
3.1
(d)
Payment and performance of all covenants and obligations, if any, of
any rider attached as an Exhibit to this Mortgage; and
(e)
Payment and performance of all future advances and other obligations
that the then record owner of all or part of the Subject Property may
agree to pay and/or perform (whether as principal, surety or guarantor)
for the benefit of Mortgagee, when such future advance or obligation is
evidenced by a writing which recites that it is secured by this Mortgage;
and
(0
Payment and performance of all covenants and obligations of Mortgagor
under any interest rate swap agreement, or other interest rate
agreement executed by and between Mortgagor and Mortgagee, which
agreement is evidenced by a writing which recites that it is secured by
this Mortgage; and
(g)
Ail modifications, extensions and renewals of any of the obligations
secured hereby, however evidenced, including, without limitation: (i)
modifications of the required principal payment dates or interest
payment dates or both, as the case may be, deferring or accelerating
payment dates wholly or partly; or (ii) modifications, extensions or
renewals at a different rate of interest whether or not in the case of a
note, the modification, extension or renewal is evidenced by a new or
additional promissory note or notes.
OBLIGATIONS. The term "obligations" is used herein in its broadest and most
comprehensive sense and shall be deemed to include, without limitation, all
interest and charges, prepayment charges (if any), late charges and loan fees
at any time accruing or assessed on any of the Secured Obligations.
INCORPORATION. All terms of the Secured Obligations and the documents
evidencing such obligations are incorporated herein by this reference. All
persons who may have or acquire an interest in the Subject Property shall be
deemed to have notice of the terms of the Secured Obligations and to have
notice, if provided therein, that: (a) the Note or the Loan Agreement may
permit borrowing, repayment and re-borrowing so that repayments shall not
reduce the amounts of the Secured Obligations; and (b) the rate of interest on
one or more Secured Obligations may vary from time to time.
CONSTRUCTION MORTGAGE. This Mortgage secures an indebtedness for
construction purposes.
ARTICLE 3. ASSIGNMENT OF LEASES AND RENTS
ASSIGNMENT. Mortgagor hereby irrevocably assigns to Mortgagee all of
Mortgagor's right, title and interest in, to and under: (a) all leases of the
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3.2
3.3
Subject Property or any portion thereof, and all other agreements of any kind
relating to the use or occupancy of the Subject Property or any portion thereof,
whether now existing or entered into after the date hereof ("Leases"); and (b)
the rents, revenue, income, issues, deposits and profits of the Subject
Property, including, without limitation, alt amounts payable and all rights and
benefits accruing to Mortgagor under the Leases ("Payments"). The term
"Leases" shall also include all guarantees of and security for the lessees'
performance thereunder, and all amendments, extensions, renewals or
modifications thereto which are permitted hereunder. This is a present and
absolute assignment, not an assignment for security purposes only, and
Mortgagee's right to the Leases and Payments is not contingent upon, and
may be exercised without possession of, the Subject Property.
GRANT OF LICENSE. Mortgagee confers upon Mortgagor a license
("License") to collect and retain the Payments as they become due and
payable, until the occurrence of a Default (as hereinafter defined). Upon a
Default, the License shall be automatically revoked and Mortgagee may
collect and apply the Payments pursuant to that cedain Section entitled
Application of Qther Sum~ without notice and without taking possession of the
Subject Property. Mortgagor hereby irrevocably authorizes and directs the
lessees under the Leases to rely upon and comply with any notice or demand
by Mortgagee for the payment to Mortgagee of any rental or other sums which
may at any time become due under the Leases, or for the performance of any
of the lessees' undertakings under the Leases, and the lessees shall have no
right or duty to inquire as to whether any Default has actually occurred or is
then existing hereunder. Mortgagor hereby relieves the lessees from any
liability to Mortgagor by reason of relying upon and complying with any such
notice or demand by Mortgagee.
EFFECT OF ASSIGNMENT. The foregoing irrevocable assignment shall not
cause Mortgagee to be: (a) a mortgagee in possession; (b) responsible or
liable for the control, care, management or repair of the Subject Property or for
performing any of the terms, agreements, undertakings, obligations,
representations, warranties, covenants and conditions of the Leases; or (c)
responsible or liable for any waste committed on the Subject Property by the
lessees under any of the Leases or any other parties; for any dangerous or
defective condition of the Subject Property; or for any negligence in the
management, upkeep, repair or control of the Subject Property resulting in
loss or injury or death to any lessee, licensee, employee, invitee or other
person. Mortgagee shall not directly or indirectly be liable to Mortgagor or any
other person as a consequence of: (i) the exercise or failure to exercise by
Mortgagee, or any of their respective employees, agents, contractors or
subcontractors, any of the rights, remedies or powers granted to Mortgagee
hereunder; or (ii) the failure or refusal of Mortgagee to perform or discharge
any obligation, duty or liability of Mortgagor arising under the Leases.
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3.4
3.5
3.6
REPRESENTATIONS AND WARRANTIES. Mortgagor represents and warrants
that: (a) the Schedule of Leases attached hereto as Schedule I is, as of the
date hereof, a true, accurate and complete list of all Leases; (b) all existing
Leases are in full force and effect and are enforceable in accordance with their
respective terms, and no breach or default, or event which would constitute a
breach or default after notice or the passage of time, or both, exists under any
existing Leases on the part of any party; (c) no rent or other payment under
any existing Lease has been paid by any lessee for more than one (1) month
in advance; and (d) none of the lessor's interests under any of the Leases has
been transferred or assigned.
COVENANTS. Mortgagor covenants and agrees at Mortgagor's sole cost and
expense to: (a) perform the obligations of lessor contained in the Leases and
enforce by all available remedies performance by the lessees of the
obligations of the lessees contained in the Leases; (b) give Mortgagee prompt
written notice of any default which occurs with respect to any of the Leases,
whether the default be that of the lessee or of the lessor; (c) exercise
Mortgagor's best efforts to keep all portions of the Subject Property that are
capable of being leased at all times at rentals not less than the fair market
rental value; (d) deliver to Mortgagee fully executed, counterpart original(s) of
each and every Lease if requested to do so; and (e) execute and record such
additional assignments of any Lease or specific subordinations (or
subordination, attornment and non-disturbance agreements executed by the
lessor and lessee) of any Lease to the Modgage, in form and substance
acceptable to Mortgagee, as Mortgagee may request. Mortgagor shall not,
without Mortgagee's prior written consent or as otherwise permitted by any
provision of the Loan Agreement: (i) enter into any Leases after the date
hereof; (ii) execute any other assignment relating to any of the Leases; (iii)
discount any rent or other sums due under the Leases or collect the same in
advance, other than to collect rentals one (1) month in advance of the time
when it becomes due; (iv) terminate, modify or amend any of the terms of the
Leases or in any manner release or discharge the lessees from any
obligations thereunder; (v) consent to any assignment or subletting by any
lessee; or (vi) subordinate or agree to subordinate any of the Leases to any
other mortgage or encumbrance. Any such attempted action in violation of the
provisions of this Section shall be null and void. Without in any way limiting
the requirement of Mortgagee's consent hereunder, any sums received by
Mortgagor in consideration of any termination (or the release or discharge of
any lessee) modification or amendment of any Lease shall be applied to
reduce the outstanding Secured Obligations and any such sums received by
Mortgagor shall be held in trust by Mortgagor for such purpose.
ESTOPPEL CERTIFICATES. Within thidy (30) days after written request by
Mortgagee, Modgagor shall deliver to Mortgagee and to any party designated
by Mortgagee estoppel certificates executed by Mortgagor and by each of the
lessees, in recordable form, certifying (if such be the case): (a) that the
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4.1
foregoing assignment and the Leases are in full force and effect; (b) the date
of each lessee's most recent payment of rent; (c) that there are no defenses or
offsets outstanding, or stating those claimed by Mortgagor or lessees under
the foregoing assignment or the Leases, as the case may be; and (d) any
other information reasonably requested by Mortgagee.
ARTICLE 4, SECURITY AGREEMENT AND FIXTURE FILING
SECURITY INTEREST. Modgagor hereby grants and assigns to Mortgagee as
of the "Effective Date" (defined in the Loan Agreement) a security interest, to
secure payment and performance of all of the Secured Obligations, in all of
the following described personal property in which Mortgagor now or at any
time hereafter has any interest (collectively, the "Collateral"). All goods,
building and other materials, supplies, inventory, work in process, equipment,
machinery, fixtures, furniture, furnishings, signs and other personal property
and embedded software included therein and supporting information,
wherever situated, which are or are to be incorporated into, used in connection
with, or appropriated for use on (i) the real property described on Exhibit A
attached hereto and incorporated by reference herein or (ii) any existing or
future improvements on the real property (which real property and
improvements are collectively referred to herein as the "Subject Property");
together with all rents and security deposits derived from the Subject Property;
all inventory, accounts, cash receipts, deposit accounts, accounts receivable,
contract rights, licenses, agreements, general intangibles, payment
intangibles, software, chattel paper (whether electronic or tangible),
instruments, documents, promissory notes, drafts, letters of credit, letter of
credit rights, supporting obligations, insurance policies, insurance and
condemnation awards and proceeds, proceeds of the sale of promissory
notes, any other rights to the payment of money, trade names, trademarks
and service marks arising from or related to the ownership, management,
leasing, operation, sale or disposition of the Subject Property or any business
now or hereafter conducted thereon by Mortgagor; all development rights and
credits, and any and all permits, consents, approvals, licenses, authorizations
and other rights granted by, given by or obtained from, any governmental
entity with respect to the Subject Property; all water and water rights, wells
and well rights, canals and canal rights, ditches and ditch rights, springs and
spring rights, and reservoirs and reservoir rights appurtenant to or associated
with the Subject Property, whether decreed or undecreed, tributary,
non-tributary or not non-tributary, surface or underground or appropriated or
unappropriated, and all shares of stock in water, ditch, lateral and canal
companies, well permits and all other evidences of any of such rights; all
deposits or other security now or hereafter made with or given to utility
companies by Mortgagor with respect to the Subject Property; all advance
payments of insurance premiums made by Mortgagor with respect to the
Subject Property; all plans, drawings and specifications relating to the Subject
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4.2
4.3
4.4
Property; all loan funds held by Mortgagee, whether or not disbursed; all funds
deposited with Mortgagee pursuant to any loan agreement; all reserves,
deferred payments, deposits, accounts, refunds, cost savings and payments
of any kind related to the Subject Property or any portion thereof; together with
all replacements and proceeds of, and additions and accessions to, any of the
foregoing; together with all books, records and files relating to any of the
foregoing.
As to all of the above described personal property which is or which hereafter
becomes a "fixture" under applicable law, this Mortgage constitutes a fixture
filing under the Wyoming Uniform Commercial Code, as amended or
recodified from time to time ("UCC"), and is acknowledged and agreed to be a
"mortgage" under the UCC.
REPRESENTATIONS AND WARRANTIES. Mortgagor represents and warrants
that: (a) Mortgagor has, or will have, good title to the Collateral; (b)
Mortgagor has not previously assigned or encumbered the Collateral, and no
financing statement covering any of the Collateral has been delivered to any
other person or entity; (c) Mortgagor's principal place of business is located at
the address shown in that certain Section entitled Notices; and (d) Mortgagor's
legal name is exactly as set forth on the first page of this Mortgage and all of
Mortgagor's organizational documents or agreements delivered to Mortgagee
are complete and accurate in every respect.
COVENANTS. Mortgagor agrees: (a) to execute and deliver such documents
as Mortgagee deems necessary to create, perfect and continue the security
interests contemplated hereby; (b) not to change its name, and as applicable,
its chief executive office, its principal residence or the jurisdiction in which it is
organized and/or registered without giving Mortgagee prior written notice
thereof; (c) to cooperate with Mortgagee in perfecting all security interests
granted herein and in obtaining such agreements from third parties as
Mortgagee deems necessary, proper or convenient in connection with the
preservation, perfection or enforcement of any of its rights hereunder; and (d)
that Mortgagee is authorized to file financing statements in the name of
Mortgagor to perfect Mortgagee's security interest in Collateral.
RIGHTS OF MORTGAGEE. In addition to Mortgagee's rights as a "Secured
Party" under the UCC, Mortgagee may, but shall not be obligated to, at any
time without notice and at the expense of Mortgagor: (a) give notice to any
person of Mortgagee's rights hereunder and enforce such rights at law or in
equity; (b) insure, protect, defend and preserve the Collateral or any rights or
interests of Mortgagee therein; (c) inspect the Collateral; and (d) endorse,
collect and receive any right to payment of money owing to Mortgagor under
or from the Collateral. Notwithstanding the above, in no event shall Mortgagee
be deemed to have accepted any property other than cash in satisfaction of
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4.5
any obligation of Mortgagor to Mortgagee unless Mortgagee shall make an
express written election of said remedy under UCC, or other applicable law.
RIGHTS OF MORTGAGEE ON DEFAULT. Upon the occurrence of a Default
(hereinafter defined) under this Mortgage, then in addition to all of
Mortgagee's rights as a "Secured Party" under the UCC or otherwise at law:
(a)
Mortgagee may (i) upon written notice, require Mortgagor to assemble
any or all of the Collateral and make it available to Mortgagee at a place
designated by Mortgagee; (ii) without prior notice, enter upon the
Subject Property or other place where any of the Collateral may be
located and take possession of, collect, sell, lease, license and dispose
of any or all of the Collateral, and store the same at locations
acceptable to Mortgagee at Mortgagor's expense; (iii) sell, assign and
deliver at any place or in any lawful manner all or any part of the
Collateral and bid and become the purchaser at any such sales;
(b)
Mortgagee may, for the account of Mortgagor and at Mortgagor's
expense: (i) operate, use, consume, sell or dispose of the Collateral as
Mortgagee deems appropriate for the purpose of performing any or all
of the Secured Obligations; (ii) enter into any agreement, compromise,
or settlement, including insurance claims, which Mortgagee may deem
desirable or proper with respect to any of the Collateral; and (iii)
endorse and deliver evidences of title for, and receive, enforce and
collect by legal action or otherwise, all indebtedness and obligations
now or hereafter owing to Mortgagor in connection with or on account of
any or all of the Collateral; and
(c)
In disposing of Collateral hereunder, Mortgagee may disclaim all
warranties of title, possession, quiet enjoyment and the like. Any
proceeds of any disposition of any Collateral may be applied by
Mortgagee to the payment of expenses incurred by Mortgagee in
connection with the foregoing, including reasonable attorneys' fees, and
the balance of such proceeds may be applied by Mortgagee toward the
payment of the Secured Obligations in such order of application as
Mortgagee may from time to time elect.
Notwithstanding any other provision hereof, Mortgagee shall not be
deemed to have accepted any property other than cash in satisfaction of
any obligation of Mortgagor to Mortgagee unless Mortgagor shall make
an express written election of said remedy under UCC, or other
applicable law. Mortgagor agrees that Mortgagee shall have no
obligation to process or prepare any Collateral for sale or other
disposition.
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4.6
5.1
5.2
5.3
POSSESSION AND USE OF COLLATERAL. Except as otherwise provided in
this Section or the other Loan Documents (as defined in the Loan Agreement),
so long as no Default exists under this Mortgage or any of the Loan
Documents, Mortgagor may possess, use, move, transfer or dispose of any of
the Collateral in the ordinary course of Mortgagor's business and in
accordance with the Loan Agreement.
ARTICLE 5. RIGHTS AND DUTIES OF THE PARTIES
TITLE. Mortgagor represents and warrants that, except as disclosed to
Mortgagee in a Writing which refers to this warranty, Mortgagor lawfully holds
and possesses fee simple title to the Subject Property without limitation on the
right to encumber, and that this Mortgage is a first and prior lien on the Subject
Property.
TAXES AND ASSESSMENTS. Subject to Mortgagor's rights to contest payment
of taxes as may be provided in the Loan Agreement, Mortgagor shall pay prior
to delinquency all taxes, assessments, levies and charges imposed by any
public or quasi-public authority or utility company which are or which may
become a lien upon or cause a loss in value of the Subject Property or any
interest therein. Mortgagor shall also pay prior to delinquency all taxes,
assessments, levies and charges imposed by any public authority upon
Mortgagee by reason of its interest in any Secured Obligation or in the Subject
Property, or by reason of any payment made to Mortgagee pursuant to any
Secured Obligation; provided, however, Mortgagor shall have no obligation to
pay taxes which may be imposed from time to time upon Mortgagee and
which are measured by and imposed upon Mortgagee's net income.
TAX AND INSURANCE IMPOUNDS. At any time following the occurrence of a
Default, at Mortgagee's option and upon its demand, Mortgagor, shall, until all
Secured Obligations have been paid in full, pay to Modgagee monthly,
annually or as otherwise directed by Mortgagee an amount estimated by
Mortgagee to be equal to: (a) all taxes, assessments, levies and charges
imposed by any public or quasi-public authority or utility company which are or
may become a lien upon the Subject Property or Collateral and will become
due for the tax year during which such payment is so directed; and (b)
premiums for fire, hazard and insurance required or requested pursuant to the
Loan Documents when same are next due. If Mortgagee determines that any
amounts paid by Mortgagor are insufficient for the payment in full of such
taxes, assessments, levies, charges and/or insurance premiums, Mortgagee
shall notify Mortgagor of the increased amounts required to pay all amounts
when due, whereupon Mortgagor shall pay to Mortgagee within thirty (30)
days thereafter the additional amount as stated in Mortgagee's notice. All
sums so paid shall not bear interest, except to the extent and in any minimum
amount required by law; and Mortgagee shall, unless Mortgagor is otherwise
in Default hereunder or under any Loan Document. apply said funds to the
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5.4
5.5
5.6
payment of, or at the sole option of Mortgagee release said funds to
Mortgagor for the application to and payment of, such sums, taxes,
assessments, levies, charges, and insurance premiums. Upon Default by
Mortgagor hereunder or under any Secured Obligation, Mortgagee may apply
all or any part of said sums to any Secured Obligation and/or to cure such
Default, . in which event Mortgagor shall be required to restore all amounts so
applied, as well as to cure any other events or conditions of Default not cured
by such application. Upon assignment of this Mortgage, Mortgagee shall
have the right to assign all amounts collected and in its possession to its
assignee whereupon Mortgagee shall be released from all liability with respect
thereto. Within ninety-five (95) days following full repayment of the Secured
Obligations (other than full repayment of the Secured Obligations as a
consequence of a foreclosure or conveyance in lieu of foreclosure of the liens
and security interests securing the Secured Obligations) or at such earlier time
as Mortgagee may elect, the balance of all amounts collected and in
Mortgagee's possession shall be paid to Mortgagor and no other party shall
have any right or claim thereto.
PERFORMANCE OF SECURED OBLIGATIONS. Mortgagor shall promptly pay
and perform each Secured Obligation when due.
LIENS, ENCUMBRANCES AND CHARGES. Mortgagor shall immediately
discharge any lien not approved by Mortgagee in writing that has or may attain
priority over this Mortgage. Subject to the provisions of the Loan Agreement
regarding mechanics' liens, Mortgagor shall pay when due all obligations
secured by or which may become liens and encumbrances which shall now or
hereafter encumber or appear to encumber all or any part of the Subject
Property or Collateral, or any interest therein, whether senior or subordinate
hereto.
DAMAGES; INSURANCE AND CONDEMNATION PROCEEDS.
(a)
The following (whether now existing or hereafter arising) are all
absolutely and irrevocably assigned by Mortgagor to Mortgagee and, at
the request of Mortgagee, shall be paid directly to Mortgagee: (i) all
awards of damages and all other compensation payable directly or
indirectly by reason of a condemnation or proposed condemnation for
public or private use affecting all or any part of, or any interest in, the
Subject Property or Collateral; (ii) all. other claims and awards for
damages to, or decrease in value of, all or any part of, or any interest in,
the Subject Property or Collateral; (iii) all proceeds of any insurance
policies (whether or not expressly required by Mortgagee to be
maintained by Mortgagor, including, but not limited to, earthquake
insurance and terrorism insurance, if any) payable by reason of loss
sustained to all or any part of the Subject Property or Collateral; and (iv)
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(b)
all interest which may accrue on any of the foregoing. Subject to
applicable law, and without regard to any requirement contained in
Subparagraph (d) of that certain Section entitled Maintenance and
Preservation of the Subject Property, Mortgagee may at its discretion
apply all or any of the proceeds it receives to its expenses in settling,
prosecuting or defending any claim and may apply the balance to the
Secured Obligations in any order acceptable to Mortgagee and/or
Mortgagee may release all or any part of the proceeds to Mortgagor
upon any conditions Mortgagee may impose. Mortgagee may
commence, appear in, defend or prosecute any assigned claim or action
and may adjust, compromise, settle and collect all claims and awards
assigned to Mortgagee; provided, however, in no event shall Mortgagee
be responsible for any failure to collect any claim or award, regardless
of the cause of the failure, including, without limitation, any malfeasance
or nonfeasance by Mortgagee or its employees or agents.
At its sole option, Modgagee may permit insurance or condemnation
proceeds held by Mortgagee to be used for repair or restoration but may
condition such application upon reasonable conditions, including,
without limitation: (i) the deposit with Mortgagee of such additional
funds which Mortgagee determines are needed to pay all costs of the
repair or restoration, (including, without limitation, taxes, financing
charges, insurance and rent during the repair period); (ii) the
establishment of an arrangement for lien releases and disbursement of
funds acceptable to Mortgagee (the arrangement contained in the Loan
Agreement for obtaining lien releases and disbursing loan funds shall be
deemed reasonable with respect to disbursement of insurance or
condemnation proceeds); (iii) the delivery to Modgagee of plans and
specifications for the work, a contract for the work signed by a
contractor acceptable to Mortgagee, a cost breakdown for the work and
a payment and performance bond for the work, all of which shall be
acceptable to Mortgagee; and (iv) the delivery to Mortgagee of
evidence acceptable to Mortgagee (aa) that after completion of the
work the income from the Subject Property will be sufficient to pay all
expenses and debt service for the Subject Property; (bb) of the
continuation of Leases acceptable to and required by Mortgagee; (cc) '
that upon completion of the work, the size, capacity and total value of
the Subject Property will be at least as great as it was before the
damage or condemnation occurred; (dd) that there has been no
material adverse change in the financial condition or credit of Mortgagor
since the date of this Mortgage; and (ee) of the satisfaction of any
additional conditions that Mortgagee may reasonably establish to
protect its security. Mortgagor hereby acknowledges that the conditions
described above are reasonable, and, if such conditions have not been
satisfied within thirty (30) days of receipt by Mortgagee of such
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5.7
5.8
5.9
insurance or condemnation proceeds, then Mortgagee may apply such
insurance or condemnation proceeds to pay the Secured Obligations in
such order and amounts as Mortgagee in its sole discretion may
choose.
MAINTENANCE AND PRESERVATION OF THE SUBJECT PROPERTY. Subject
to the provisions of the Loan Agreement, Mortgagor covenants: (a) to insure
the Subject Property and Collateral against such risks as Mortgagee may
require and, at Mortgagee's request, to provide evidence of such insurance to
Mortgagee, and to comply with the requirements of any ~nsurance companies
providing such insurance; (b) to keep the Subject Property and Collateral in
good condition and repair; (c) not to remove or demolish the Subject Property
or Collateral or any part thereof, not to alter, restore or add to the Subject
Property or Collateral and not to initiate or acquiesce in any change in any
zoning or other land classification which affects the Subject Property without
Mortgagee's prior written consent or as provided in the Loan Agreement; (d)
to complete or restore promptly and in good and workmanlike manner the
Subject Property and Collateral, or any part thereof which may be damaged or
destroyed, without regard to whether Mortgagee elects to require that
insurance proceeds be used to reduce the Secured Obligations as provided in
that certain Section entitled Damages; Insurance and Condemnation
Proceeds; (e) to comply with all laws, ordinances, regulations and standards,
and all covenants, conditions, restrictions and equitable servitudes, whether
public or private, of every kind and character which affect the Subject Property
or Collateral and pertain to acts committed or conditions existing thereon,
including, without limitation, any work, alteration, improvement or demolition
mandated by such laws, covenants or requirements; (f) not to commit or
permit waste of the Subject Property or Collateral; and (g) to do all other acts
which from the character or use of the Subject Property or Collateral may be
reasonably necessary to maintain and preserve its value.
DEFENSE AND NOTICE OF LOSSES, CLAIMS AND ACTIONS. At Mortgagor's
sole expense, Mortgagor shall protect, preserve and defend the Subject
Property and Collateral and title to and right of possession of the Subject
Property and Collateral, the security hereof and the rights and powers of
Mortgagee hereunder against all adverse claims. Mortgagor shall give
Mortgagee prompt notice in writing of the assertion of any claim, of the filing of
any action or proceeding, of the occurrence of any damage to the Subject
Property or Collateral and of any condemnation offer or action.
ACTIONS BY MORTGAGEE. From time to time and without affecting the
personal liability of any person for payment of any indebtedness or
performance of any obligations secured hereby, Mortgagee, without liability
therefor and without notice, may: (a) release all or any part of the Subject
Property from this Mortgage; (b) consent to the making of any map or plat
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5.10
5.11
5.12
5.13
5.14
thereof; and (c) join in any grant of easement thereon, any declaration of
covenants and restrictions, or any extension agreement or any agreement
subordinating the lien or charge of this Mortgage.
DUE ON SALE OR ENCUMBRANCE. If the Subject Property or any interest
therein shall be sold, transferred (including, without limitation, through sale or
transfer of a majority or controlling interest of the corporate stock or general
partnership interests or limited liability company interests of Mortgagor),
mortgaged, assigned, further encumbered or leased, whether directly or
indirectly, whether voluntarily, involuntarily or by operation of law, without the
prior written consent of Mortgagee, THEN Mortgagee, in its sole discretion,
may declare all Secured Obligations immediately due and payable to the
maximum extent permitted by law.
RELEASES, EXTENSIONS, MODIFICATIONS AND ADDITIONAL SECURITY.
Without notice to or the consent, approval or agreement of any persons or
entities having any interest at any time in the Subject Property and Collateral
or in any manner obligated under the Secured Obligations ("Interested
Parties"), Mortgagee may, from time to time, release any person or entity from
liability for the payment or performance of any Secured Obligation, take any
action or make any agreement extending the maturity or otherwise altering the
terms or increasing the amount of any Secured Obligation, or accept
additional security or release all or a portion of the Subject Property and
Collateral and other security for the Secured Obligations. None of the
foregoing actions shall release or reduce the personal liability of any of said
Interested Parties, or release or impair the priority of the lien of and security
interests created by this Mortgage upon the Subject Property and Collateral.
RELEASE OF ASSIGNMENT. When this Mortgage has been fully released, the
last such release shall operate as a reassignment of all future rents, issues
and profits of the Subject Property to the person or persons legally entitled
thereto.
SUBROGATION. Mortgagee shall be subrogated to the lien of all
encumbrances, whether released of record or not, paid in whole or in part by
Mortgagee pursuant to the Loan Documents or by the proceeds of any loan
secured by this Mortgage.
RIGHT OF INSPECTION. Mortgagee, its agents and employees, may enter the
Subject Property at any reasonable time for the purpose of inspecting the
Subject Property and Collateral and ascertaining Mortgagor's compliance with
the terms hereof.
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6.1
6.2
ARTICLE $. DEFAULT PROVISIONS
DEFAULT. For all purposes hereof, the term "Default" shall mean (a) at
Mortgagee's option, the failure of Mortgagor to make any payment of principal
or interest on the Note or to pay any other amount due hereunder or under the
Note when the same is due and payable, whether at maturity, by acceleration
or otherwise; (b) the failure of Mortgagor to perform any non-monetary
obligation hereunder, or the failure to be true of any representation or warranty
of Mortgagor contained herein and the continuance of such failure for ten (10)
days after notice, or within any longer grace period, if any, allowed in the Loan
Agreement for such failure; or, (c) the existence of any Default as defined in
the Loan Agreement.
RIGHTS AND REMEDIES. At any time after Default, Mortgagee shall have all
the following rights and remedies:
(a)
With or without notice, to declare all Secured Obligations immediately
due and payable;
(b)
With or without notice, and without releasing Mortgagor from any
Secured Obligation, and without becoming a mortgagee in possession,
to cure any breach or Default of Mortgagor and, in connection therewith,
to enter upon the Subject Property and do such acts and things as
Mortgagee deems necessary or desirable to protect the security hereof,
including, without limitation: (i) to appear in and defend any action or
proceeding purporting to affect the security of this Mortgage or the rights
or powers of Mortgagee under this Mortgage; (ii) to pay, purchase,
contest or compromise any encumbrance, charge, lien or claim of lien
which, in the sole judgment of Mortgagee, is or may be senior in priority
to this Mortgage, the judgment of Mortgagee being conclusive as
between the parties hereto; (iii) to obtain insurance; (iv) to pay any
premiums or charges with respect to insurance required to be carried
under this Mortgage; or (v) to employ counsel, accountants, contractors
and other appropriate persons;
(c)
To commence and maintain an action or actions in any court of
competent jurisdiction to foreclose this instrument or to obtain specific
enforcement of the covenants of Mortgagor hereunder, and Mortgagor
agrees that such covenants shall be specifically enforceable by
injunction or any other appropriate equitable remedy and that for the
purposes of any suit brought under this subparagraph, Mortgagor
waives the defense of laches and any applicable statute of limitations;
(d)
To apply to a court of competent jurisdiction for and obtain appointment
of a receiver of the Subject Property as a matter of strict right and
without regard to the adequacy of the security for the repayment of the
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(e)
(0
(g)
Secured Obligations, the existence of a declaration that the Secured
Obligations have been accelerated and are immediately due and
payable, or the filing of a notice of default, and Mortgagor hereby
consents to such appointment;
To enter upon, possess, manage and operate the Subject Property or
any part thereof, to take and possess all documents, books, records,
papers and accounts of Mortgagor or the then owner of the Subject
Property, to make, terminate, enforce or modify Leases of the Subject
Property upon such terms and conditions as Mortgagee deems proper,
to make repairs, alterations and improvements to the Subject Property
as necessary, in Mortgagee's sole judgment, to protect or enhance the
security hereof;
To resort to and realize upon the security hereunder and any other
security now or later held by Mortgagee concurrently or successively
and in one or several consolidated or independent judicial actions and
to apply the proceeds received upon the Secured Obligations all in such
order and manner as Mortgagee determines in its sole discretion;
Upon sale of the Subject Property at any foreclosure sale, Mortgagee
may credit bid (as determined by Mortgagee in its sole and absolute
discretion) all or any portion of the Secured Obligations. In determining
such credit bid, Mortgagee may, but is not obligated to, take into
account all or any of the following: (i) appraisals of the Subject Property
as such appraisals may be discounted or adjusted by Mortgagee in its
sole and absolute underwriting discretion; (ii) expenses and costs
incurred by Mortgagee with respect to the Subject Property prior to
foreclosure; (iii) expenses and costs which Mortgagee anticipates will
be incurred with respect to the Subject Property after foreclosure, but
prior to resale, including, without limitation, costs of structural reports
and other due diligence, costs to carry the Subject Property prior to
resale, costs of resale (e.g. commissions, attorneys' fees, and taxes),
costs of any hazardous materials clean-up and monitoring, costs of
deferred maintenance, repair, refurbishment and retrofit, costs of
defending or settling litigation affecting the Subject Property, and lost
opportunity costs (if any), including the time value of money during any
anticipated holding period by Mortgagee; (iv) declining trends in real
property values generally and with respect to properties similar to the
Subject Property; (v) anticipated discounts upon resale of the Subject
Property as a distressed or foreclosed property; (vi) the fact of
additional collateral (if any), for the Secured Obligations; ~nd (vii) such
other factors or matters that Mortgagee (in its sole and absolute
discretion) deems appropriate. In regard to the above, Mortgagor
acknowledges and agrees that: (w) Mortgagee is not required to use
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6.3
6.4
6.5
6.6
6.7
6.8
any or all of the foregoing factors to determine the amount of its credit
bid; (x) this Section does not impose upon Mortgagee any additional
obligations that are not imposed by law at the time the credit bid is
made; (y) the amount of Mortgagee's credit bid need not have any
relation to any loan-to-value ratios specified in the Loan Documents or
previously discussed between Mortgagor and Mortgagee; and (z)
Mortgagee's credit bid may be (at Mortgagee's sole and absolute
discretion) higher or lower than any appraised value of the Subject
Property;
(h)
Upon the completion of any foreclosure of all or a portion of the Subject
Property, commence an action to recover any of the Secured
Qbligations that remains unpaid or unsatisfied.
JUDICIAL FORECLOSURE. Mortgagee may obtain a judicial decree
foreclosing Mortgagor's interest in all or any part of the Subject Property.
NON-JUDICIAL SALE. Mortgagee may foreclose Mortgagor's interest in all or
any part of the Subject Property by non-judicial sale, and specifically by
"power of sale" or "advertisement and sale" foreclosure as provided by statute.
DEFICIENCY JUDGMENT. If permitted by applicable law, Mortgagee may
obtain a judgment for any deficiency remaining in the indebtedness due to
Mortgagee after application of all amounts received from the exercise of the
rights provided in this Section. Mortgagor shall be liable to Mortgagee for any
deficiency remaining owed whether the property is sold through a judicial
foreclosure or through a non-judicial sale.
SALE OF THE SUBJECT PROPERTY. To the extent permitted by applicable
law, Mortgagor hereby waives any and all rights to have the Subject Property
marshalled. In exercising its rights and remedies, Mortgagee shall be free to
sell all or any part of the Subject Property, together or separately in one sale,
or by separate sales. Mortgagee shall be entitled to bid at any public sale on
all or any portion of the Subject Property.
NOTICE OF SALE. Mortgagee shall give Mortgagor reasonable notice of the
time and place of any public sale of the personal property or of the time after
which any private sale or other intended disposition of the personal property is
to be made. Reasonable notice shall mean notice that is at least ten (10) days
before the time of the sale or disposition.
ELECTION OF REMEDIES. Election by Mortgagee to pursue any remedy shall
not exclude pursuit of any other remedy, and an election to make expenditures
or to take action or to perform an obligation of the Mortgagor under this
Mortgage, after Mortgagor's failure to perform, shall not affect Mortgagee's
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6.9
6.10
6.11
6.12
right to declare a default and exercise its remedies. Nothing under this
Mortgage or otherwise shall be construed so as to limit or restrict the rights
and remedies available to Mortgagee following event of Default, or in any way
to limit or restrict the rights and ability of Mortgagee to proceed directly against
Mortgagor and/or against any other co-maker, guarantor, surety, or endorser,
and/or to proceed against any other collateral, directly or indirectly securing
the indebtedness.
APPLICATION OF FORECLOSURE SALE PROCEEDS. Except as may be
otherwise required by applicable law, after deducting all costs, including,
without limitation, cost of evidence of title and attorneys' fees in connection
with sale and costs and expenses of sale and of any judicial proceeding
wherein such sale may be made, all proceeds of any foreclosure sale shall be
applied: (a) to payment of all sums expended by Mortgagee under the terms
hereof and not then repaid, with accrued interest at the rate of interest
specified in the Note to be applicable on or after maturity or acceleration of the
Note; (b) to payment of all other Secured Obligations; and (c) the remainder,
if any, to the person or persons legally entitled thereto.
APPLICATION OF OTHER SUMS. All sums received by Mortgagee under that
certain Section entitled Rights and Remedies or that certain Section entitled
Grant of License, less all costs and expenses incurred by Mortgagee or any
receiver under either of said Sections, including, without limitation, reasonable
attorneys' fees, shall be applied in payment of the Secured Obligations;
provided, however, Mortgagee shall have no liability for funds not actually
received by Mortgagee.
NO CURE OR WAIVER. Neither Mortgagee's nor any receiver's entry upon and
taking possession of all or any part of the Subject Property and Collateral, nor
any collection of rents, issues, profits, insurance proceeds, condemnation
proceeds or damages, other security or proceeds of other security, or other
sums, nor the application of any collected sum to any Secured Obligation, nor
the exercise or failure to exercise of any other right or remedy by Mortgagee
or any receiver shall cure or waive any breach, Default or notice of default
under this Mortgage, or nullifl/the effect of any notice of default or sale (unless
all Secured Obligations then due have been paid and performed and
Mortgagor has cured all other defaults), or impair the status of the security, or
prejudice Mortgagee in the exercise of any right or remedy, or be construed as
an affirmation by Mortgagee of any tenancy, lease or option or a subordination
of the lien of or security interest created by this Mortgage.
PAYMENT OF COSTS, EXPENSES AND ATTORNEYS' FEES. Mortgagor agrees
to pay to Mortgagee immediately and without demand all costs and expenses
incurred by Mortgagee pursuant to that certain Section entitled Rights and
Remedies (including, without limitation, court costs and attorneys' fees,
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whether incurred in litigation or not) with interest from the date of expenditure
until said sums have been paid at the rate of interest then applicable to the
principal balance of the Note as specified therein or as allowed by applicable
law.
6.13
POWER TO FILE NOTICES AND CURE DEFAULTS. Mortgagor hereby
irrevocably appoints Mortgagee and its successors and assigns, as its
attorney-in-fact, which agency is coupled with an interest, (a) to execute
and/or record any notices of completion, cessation of labor, or any other
notices that Mortgagee deems appropriate to protect Mortgagee's interest, (b)
upon the issuance of a deed pursuant to the foreclosure of the lien of this
Mortgage or the delivery of a deed in lieu of foreclosure, to execute all
instruments of assignment or further assurance with respect to the Subject
Property and Collateral, Leases and Payments in favor of the grantee of any
such deed, as may be necessary or desirable for such purpose, (c) to
prepare, execute and file or record financing statements, continuation
statements, applications for registration and like papers necessary to create,
perfect or preserve Mortgagee's security interests and rights in or to any of the
Subject Property and Collateral, and (d) upon the occurrence of an event, act
or omission which, with notice or passage of time or both, would constitute a
Default, Mortgagee may perform any obligation of Mortgagor hereunder;
provided, howeveh that: (i) Mortgagee as such attorney-in-fact shall only be
accountable for such funds as are actually received by Mortgagee; and (ii)
Mortgagee shall not be liable to Mortgagor or any other person or entity for
any failure to act (whether such failure constitutes negligence) by Mortgagee
under this Section.
6.14
REMEDIES CUMULATIVE. All rights and remedies of Mortgagee provided
hereunder are cumulative and are in addition to all rights and remedies
provided by applicable law or in any other agreements between Mortgagor
and Mortgagee. No failure on the part of Mortgagee to exercise any of its
rights hereunder arising upon any Default shall be construed to prejudice its
rights upon the occurrence of any other or subsequent Default. No delay on
the part of Mortgagee in exercising any such rights shall be construed to
preclude it from the exercise thereof at any time while that Default is
continuing, Mortgagee may enforce any one or more remedies or rights
hereunder successively or concurrently. By accepting payment or
performance of any of the Secured Obligations after its due date, Mortgagee
shall not thereby waive the agreement contained herein that time is of the
essence, nor shall Mortgagee waive either its right to require prompt payment
or performance when due of the remainder of the Secured Obligations or its
right to consider the failure to so pay or perform a Default.
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7.1
7.2
7.3
7.4
7.5
7.6
7.7
ARTICLE 7. MISCELLANEOUS PROVISIONS
ADDITIONAL PROVISIONS. The Loan Documents contain or incorporate by
reference the entire agreement of the parties with respect to matters
contemplated herein and supersede all prior negotiations. The Loan
Documents grant further rights to Mortgagee and contain further agreements
and affirmative and negative covenants by Mortgagor which apply to this
Mortgage and to the Subject Property and Collateral and such further rights
and agreements are incorporated herein by this reference.
MERGER. No merger shall occur as a result of Modgagee's acquiring any
other estate in, or any other lien on, the Subject Property unlesS Mortgagee
consents to a merger in writing.
OBLIGATIONS OF MORTGAGOR, JOINT AND SEVERAl.... If more than one
person has executed this Mortgage as "Mortgagor", the obligations of all such
persons hereunder shall be joint and several.
WAIVER OF HOMESTEAD EXEMPTION. Mortgagor hereby releases and
waives all rights and benefits of the homestead exemption laws of the State of
Wyoming as to all indebtedness secured by this mortgage.
WAIVER OF MARSHALLING RIGHTS. Mortgagor, for itself and for all parties
claiming through or under Mortgagor, and for all parties who may acquire a
lien on or interest in the Subject Property and Collateral, hereby waives all
rights to have the Subject Property and Collateral and/or any other property
which is now or later may be security for any Secured Obligation ("Other
Property") marshalled upon any foreclosure of the lien of this Mortgage or on a
foreclosure of any other lien or security interest against any security for any of
the Secured Obligations. Mortgagee shall have the right to sell, and any court
in which foreclosure proceedings may be brought shall have the right to order
a sale of, the Subject Property and any or all of the Collateral or Other
Property as a whole or in separate parcels, in any order that Mortgagee may
designate.
RULES OF CONSTRUCTION. When the identity of the parties or other
circumstances make it appropriate the masculine gender includes the feminine
and/or neuter, and the singular number includes the plural. The term "Subject
Property" and "Collateral" means all and any part of the Subject Property and
Collateral, respectively, and any interest in the Subject Property and
Collateral, respectively.
SUCCESSORS IN INTEREST. The terms, covenants, and conditions herein
contained shall be binding upon and inure to the benefit of the heirs,
successors and assigns of the parties hereto; provided, however, that this
Section does not waive or modify the provisions of that certain Section entitled
Due on Sale or Encumbrance.
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7.8
7.9
7.10
7.11
EXECUTION IN COUNTERPARTS. To facilitate execution, this document may
be executed in as many counterparts as may be convenient or required. It
shall not 1Se necessary that the signature or acknowledgment of, or on behalf
of, each party, or that the signature of all persons required to bind any party,
or the acknowledgment of such party, appear on each counterpart. All
counterparts shall collectively constitute a single document. It shall not be
necessary in making proof of this document to produce or account for more
than a single counterpart containing the respective signatures of, or on behalf
of, and the respective acknowledgments of, each of the parties hereto. Any
signature or acknowledgment page to any counterpart may be detached from
such counterpart without impairing the legal effect of the signatures or
acknowledgments thereon and thereafter attached to another counterpart
identical thereto except having attached to it additional signature or
acknowledgment pages.
GOVERNING LAW. This Mortgage shall be construed in accordance with the
laws of the State of Wyoming, except to the extent that federal laws preempt
the laws of the State of Wyoming.
INCORPORATION. E. xh b t A and Schedule 1 all as attached, are incorporated
into this Mortgage by this reference.
NOTICES. All notices, demands or other communications required or
permitted to be given pursuant to the provisions of this Mortgage shall be in
writing and shall be considered as properly given if delivered personally or
sent by first class United States Postal Service mail, postage prepaid, except
that notice of Default may be sent by certified mail, return receipt requested, or
by Overnight Express Mail or by overnight commercial courier service,
charges prepaid. Notices so sent shall be effective three (3) days after
mailing, if mailed by first class mail, and otherwise upon receipt at the address
set forth below; provided, however, that non-receipt of any communication as
the result of any change of address of which the sending party was not notified
or as the result of a refusal to accept delivery shall be deemed receipt of such
communication. For purposes of notice, the address of the parties sha I be:
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Mortgagor:
Mortgagee:
With a copy to:
Alpine Junction LLC, a Wyoming limited liability company
330 North Glenwood
Jackson Hole, WY 83001
Wells Fargo Bank, National Association
Real Estate Group (AU #07572)
299 South Main Street, 6th floor
Salt Lake City, UT 84111
Loan No. 101636
Wells Fargo Bank, National Association
Disbursement and Operations Center
2120 East Park Place, Suite 100
El Segundo, CA 90245
Attention: Craig Anderson
IN WITNESS
forth above.
Any party shall have the right to change its address for notice hereunder to
any other location within the continental United States by the giving of thirty
(30) days notice to the other party in the manner set forth hereinabove.
Mortgagor shall forward to Mortgagee, without delay, any notices, letters or
other communications delivered to the Subject Property or to Mortgagor
naming Mortgagee, "Lender" or the "Construction Lender" or any similar
designation as addressee, or which could reasonably be deemed to affect the
construction of the Improvements or the ability of Mortgagor to perform its
obligations to Mortgagee under the Note or the Loan Agreement.
WHEREOF, Mortgagor has executed this Mortgage as of the day and year set
"MORTGAGOR"
Alpine Junction LLC,; ,~y~ming limited liability company
MiChael T~'H~lpiT' Manager
(ALL SIGNATURES MUST BE ACKNOWLEDGED)
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EXHIBIT A
DESCRIPTION OF SUBJECT PROPERTY
Exhibit A to Construction Mortgage with Absolute Assignment of Leases and Rents, Security
Agreement and Fixture Filing executed by Alpine Junction LLC, a VVyoming limited liability
company, as Mortgagor, .for the benefit of Wells Fargo Bank, Nationa Association, as
Mortgagee, dated as of March 14, 2005
All the certain-real property located in the County of Lincoln, State of Wyoming, described as
follows:
Parcel 1
A portion each of the SE~SE~ of Section 19, the SW~SW~ of Section 20,
the ATW~/~N-WW of Section 29 and the NE~/fNE~ of Section 30, ~37N RllSW of the
6th P.M., Lincoln County, Wyoming being more particularly described as
follows:
'BEGINNING aU an iron pipe sen in a county road to old Alpine, said pipe
also being on the North line of said SWn~SW~ of Section 20, S 89o57,07,,
W, 1189.45 feet from a Brass Cap Monument sen an the Northeas~ corner of
last said SW~SW~;
thence running South, 2322.37 feet to an iron pipe set in the
Northerly line of the Bureau of Reclamation property taken for
the purpose of the Palisades Reservoir;
thence N 82°21'22' W, 123.52 feet to an iron bar marking a corner
of last said Northerly line;
thence N 63045'57'' W, along last said Northerly line, 582.08 feet
to an iron pipe set;
thence North, leaving last said Northerly .line, a distance of
2052.12 feet to a point in the North line of said SEWSE~ of
Section 19~
thence S 89°36'15. E, along last said North line, 519.74 feet to a
SERV-KAP marking the line between said Sections 19 and 20 and
the corner common to said SE~SE~ and said SW~SW~;
thence continuing N 89057'07" E, along said North line of said
SW~SWW, 124.81 feet to the POINT OF BEGINNING.
Parcel 2
Portions of the SWWS~ of Section 20 and the NN~XhTW~ of Section 29, T37N
RllSW of the 6th P.M., Lincoln County, Wyoming, being more particularly
described as follows:
BEGINNING at a brass cap monument set at the Northeast corner of said
SWWSWK of said Section 20 and running thence S 0004'25'' E, 1321.20 feet
to a brass cap monument set;
thence East, 2.71 feet to a brass cap monument found;
thence S 0°00'16" W, 1094.38 feet to a brass cap monument found
marking the North line of the Bureau of Reclamation property,
taken for the Palisades Reservoir;
thence N 88017'46'' W, alon~ last said North line, 592.61 feet to an
iron pipe set;
thence North, 2397.46 feet to an iron pipe set in the North line of
said
thence N 89057'07'' E, along last said North line, 588.03 feet to
the POINT OF BEGINNING.
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EXHIBIT A
ALSO, portions of the SW~SW~ of Section 20 and the NW~/AkrWW of Section 29,
T37N RllSW of the 6th P.M., Lincoln County, Wyoming, being more
particularly described as follows:
BEGINNING at.an iron pipe set in the North line of said SWKSW~ of said
Section 20, said iron pipe being S 89°57'07. W, 588.03 feet from the
'Northeast corner thereof;
thence running South, 2397.46 feet to an iron pipe set in the North
line of Bureau of Reclamation property, taken for the Palisades
Reservoir;
thence N 88017'46'' W, along last said North line, 58.67 feet to an
iron bar found;
thence N 82°21'22' W, along said North line 547.64 feet to an iron
pipe set;
thence North, 2322.37 feet to an iron pipe set in the first said
North line;
thence N 89°57'07,, E, along last said North line, 601.42 feet to
the POINT OF BEGINNING.
Parcel 3
That part of Lot 3 of the NE~XNW~ of Section 29 and the SE~SW~ of Section
20, T37N RllSW of the 6th P.M., Lincoln County, Wyoming, it being the
intent to finitely describe and mark upon the ground that description
included in the Quitclaim Deed of record in the Office of the Clerk of
Lincoln COunty in Book 9tPR on page 489, described as follows:
BEGINNING at the Southwest corner of said SEWSW~ found as described in
the Certified Land Corner Recordation Certificate filed in the'said
Office;
thence South, 124.55 feet along the West line of sa~d Lot 3 to a point;
thence N 89°59' E, 762.54 feet to an intersection with the Westerly
right-of-way of State Highway 89;
thence N 08°03.3' W, 125.79 feet along the said right-of-way to an
intersection with the North line of said Section 29, S 89°59'
W the base bearing for this survey, 570.79 feet from the North
~ corner of said Section 29 found as described in the Certified
Land Corner Recordation Certificate filed in the said Office;
thence continuing N 08o03.3, W, 294.16 feet along the said right-
of-way line to a point;
thence S 89059, W, 704.44 feet to an intersection with the West
· line of said SE~SWW;
thence S 00o08.9, E, 291.27 feet to the CORNER OF BEGINNING.
Alpine Junction LLC
MORTGAGE.WY M (06/04)
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5158-0-3-LPARENT
00554
SCHEDULE
SCHEDULE OF LEASES
Schedule 1 to Construction Modgage with Absolute Assignment of Leases and Rents,
Security Agreement and Fixture Filing executed by Alpine Junction LLC, a Wyoming limited
liability company, as Mortgagor for the benefit of Wells Fargo Bank, National Association, as
Mortgagee, dated as of March 14, 2005.
None
Alpine Junction LLC
MORTGAGE.WY M (06~04)
Page 24 LOAN NO. 101636
5158-0-3-LPARENT
'-00555
STATE OF WYOMING
SS.
COUNTY OF ~ ~
On this I~'~ay or ~q ~ ~-- , Zoo~, before me, a Notary Public in and
for the State of Wyoming, personally appeared t'T'~; c. hr~ ~. I ~ ~ ~,~-j~;/~
personally known to me (or proved on the basis of
satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same ~n his/her/their
authorized capacity(les), and that by his/hedtheir s~gnature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal
Signature ~.
My commission expires
Alpine Junction LLC Page 25 LOAN NO. 101636
MORTGAGE.WY M (06/04) 5158-0-3-LPARENT