20170607Loan Document Update.pdf

MOFFATT
THOMAS
Mark S. Prusynski
Stephen R. Thon'ras
Gerald T. Husch
Christine E. Nicholas
James L. Martin
Nomran M. Semanko
C. Clayton Gill
David P. Cardner
Iulian E. Cabiola
Cynthia A. Melillo
Mark C. Peterson
Tyler J. A,nderson
Benjamin C. Ritchie
Mattheu'J. McGee
Milrdy M. Muller
Jetta Hatch Matheu's
A.ndrea J. Rosholt
Jamie K. Moon
Peter E. Thornas
Aleksandra N. Senlanko
Senior Corruel:
Robert L. Bilow
Of Counsel:
lohn S. Sirnko
David B. Lincoln
Gary T. Dauce
Larry C. Hunter
Parricia M. Olsson
MAILINC ADDRESS,
PO Box 829
Boise lD 837014829
Attorneys at Law
PHYSICAL ADDRESS.
999 Main Sreet, Suite 1300
Boise lD 83?02-9009
www.moffatt.com 208.345 2000 MAIN
800.422.2889 TOLL-FREE
208.385.5384 FAX
Jtne 7,2017
via Hand Delivery
Terri Carlock
Idaho Public Utilities Commission
4T2Washington Street
Boise,ID 83702
-b i r.
Re: Cambridge Telephone Company
Your file CAM-T-03-2
MTBR&F File No. 26311.0001
Dear Ms. Carlock:
I represent Cambridge Telephone Company ("CTC"). In 2004, the Idaho Public Utilities
Commission (the "Commission") issued an order approving CTC's request to borrow funds
from the Rural Utilities Service ("RUS") and the Rural Telephone Bank ("RTB") (see Order
No. 29502). The Order authorized borrowing up to $17.5 Million Dollars in four separate
loans. One of those loans, in the amount of $2,643,000, with a maturity date of March 1,2012
has been paid. The RTB loan in the amount of $3,457,950 was rescinded when CTC never
drew upon any of those funds. Recently, CTC had the opportunity to refinance the remaining
two RUS loans on better terms. CTC entered into two loan agreements with Zions First
National Bank ("Zions Bank") in the aggregate amount of $3,693,590.02. The funds were used
to pay off the remaining two RUS loans, thereby terminating all outstanding indebtedness to
RUS, as evidenced by the May 10,2017 letter from James J. Murray, Assistant Administrator,
Program Accounting and Regulatory Analyses, attached hereto as Exhibit A. Funds borrowed
from Zions Bank and not needed for the payoff of RUS will be drawn upon by CTC for
purposes of extending broadband and upgrading existing facilities in the Council, Idaho
exchange. At this time, no such funds have been drawn by CTC from Zions Bank. Because
these new loans from Zions Bank were used to refinance existing, previously approved loans,
CTC did not believe prior Commission approval was required.
Pursuant to my earlier telephone calls with you and Grace Seaman, the purpose of this letter is
to provide a copy of the Zions Bank loan documents to you to replace the RUS/RTB loan
BOISE . POCATELLO T IDAHO FALLS
Client:4446698.1
Terri Carlock
Iune 7,2017
Page2
documents in file CAM-T-03 -2, and to determine what other information the Commission may
require in connection with this refinance.
Attached hereto as Exhibit B are the following Zions Bank loan documents:
1 . Business Loan Agreement (Loan No. 9002) , dated March 29, 2017 ;
2. Promissory Note (Loan No. 9002) $2,693,590.02, dated March 29,2017;
3. Deed of Trust and Fixture Filing (Loan No. 9002), dated March 29,2017, recorded in
the real property records of Adams County, Idaho.
4. Deed of Trust and Fixture Filing (Loan No. 9002), dated March 29,2017, recorded in
the real property records of Boise County,Idaho.
5. Business Loan Agreement (LoanNo. 9003), dated March 29,2017;
6. Promissory Note (Loan No. 9003) $1,000,000, dated March 29,2017; and
7. Deed of Trust and Fixture Filing (Loan No. 900), dated March 29,2017, recorded in
the real property records of Washington County, Idaho.
Please let me know if you or the Commission will need any funher information in connection
with this matter. I can be reached at [phone] or by e-mail at [e-mail].
Sincerely,
Cynthia A
CAM/jmm
cc:Rick Wiggins (via e-mail without encl.)
Client:4446698.1
EXHIBIT A
USDA
=United St.tcr Dcpailmcnt of Agrlculture
Rural Development
Richard A. Wiggins, President
Cambridge Telephone Company
P. O. Box 88
Cambridge, ldaho 83610-0088
l'lAY 1 0 201
Dear Mr. Wiggins:
We are returning to you the following Rural Utilities Service (successor to the Rural
Electrification Administration) mortgage notes which were paid in full lVlarch 31,2017:
Note
Desionation
E8
F8
G12
G15#2
Date
of Note
08-20-82
1 1-18-85
04-41-04
04-01-04
$ 692,000
931,000
6,096,000
4,857,000
$ 692,000
818,379
6,096,000
4,462,925
Face AmountAdvancedAmount and Repaid
The unadvanced balances of $112,621, on the "FB" note, and $394,075, on the "G15#2"
note, were rescinded. We have marked the notes'$818,379 and $4,462,925 advanced
hereon paid in full March 31,2017".
The basis date agreement dated August 30, 2000, for the "FB" note, is also enclosed
The payment of these accounts liquidates your entire indebtedness to the Rural Utilities
Service.
Please acknowledge receiving these documents on the enclosed copy of this letter and
return the copy to our Document Research and Custodial Statf, Mail Stop 1573.
Sincerely,
RRAY
nistrator
Accounting and
ulatory Analysis
Enclosures
'1400 lndspendence Ave, S.W. . Washlngton DC 20250-0700
Web: http:/A,ww.rurd€v.usda.gov
Committod to the future of rural communities.
'USDA ie an equal opportunity provldor, omployor and lsndor,'
To lllo E complsint of dlscrlmlnatlon, wrlto USOA. Dlr€clor, Olfico of Clvll Rlghts,
1400 lndependence Avonue, S.W., Wsshington, DC 20250-9410 or call [phone] (Voice) or (202) 720{382 (TDD).
EXHIBIT B
lffi lliltffi tffi tffi ililil ililrilililil tillffi lffi tillil
*ozFN-03093 1 25%0o00LOANAGG*
BUSINESS LOAN AGREEMENT
Borrower: CambrldgeTelephonecompany
CTG Telecom, lnc.
130 N Superior
Cambrldge, lD 83610
Lender:ZB, N.A. dba Zlons Flrst National Bank
Welser Flnanclal Cenler
34 East Maln
Weiser, lO 83672
THIS BUSINESS LOAN AGREEMENT dated March 29, 201 7, ls made and executed between Cambrldge Telephone Company; and CTC Telecom,
lnc. ("Borrower") and ZB, N.A, dba Zlons Flrst Natlonal Bank ("Lendet") on the followlng terms and condltlons. Bonower has received prlor
commerclal loans from Lender or has applled to Lender for a commerclal loan or loans or other flnanclal accommodations, lncluding those whlch
may be descrlbed on any exhlblt or schedule attached to thls Agreement, Borrower understands and agreos that: (A) ln grantlng, renewlng, or
extendlng any Loan, Lender Is relylng upon Borrower's represenlatlons, warrantles, and agreements as set forth in thls Agreement; (B) the
grantlng, renewlng, or extonding of any Loan by Lender at all tlmes shall be subJect to Lender's sole judgment and dlscretlon; and (C) all such
Loans shall be and remaln subrect to the terms and condllions of thls Agreement.
TERM, ThisAgreementshall boeffectiveasof March29,2017,andshall continueinfull forceandeff€ctuntll suchtimeasall of Borrowor's
Loans in favor of Lender havo been paid in full, including princlpal, interest, cosls, expenses, attorneys' fees, and other fees and chargos, or
until such time as tho parties may agre€ ln writing lo termlnate this Agreement.
ADVANGE AUTHORITY. The following person or persons are authorlzed to requosl advances and authorlze payments under the loan untll
Lender receives from Borrower, at Lende/s address shown abov6, written notice of revocalion of such authority: Rlchard A. Wgglns, Presldent
of Cambrldge Telephone Company; and Rlchard A. Wgglns, Presldent of GTC Telecom, lnc.
CONDITIONS PRECEDENT TO EACH ADVANCE. Lender's obllgation to make the initial Advance and each subsequent Advance under this
Agreement shall be subject to the fulfillment lo Lender's satlsfaction of all of the conditions set forth in this Agreement and in the Related
Documents.
Loan Documents. Bonower shall provlde to Lender the following documents for the Loan: (1) the Note; (2) Security Agreements
granting to Londer security interosts in the Collateral; (3) financing statements and all other documents perfecting Lender's Security
lnterests; (4) evidence of lnsurance as required below; (5) guaranlies; (6) together with all such Related Documents as Lender may
requlre for thB Loan; all ln form and subslance satisfactory to Lender and Lender's counsel.
BorroweCs Authorlzatlon. Borrower shall have provided ln form and substance satisfactory to Londer properly certilied resolutions, duly
authorizing the execution and delivery of this Agreement. the Note and the Related Documenls. ln addition, Borower shall have provided
such other resolutions, authorizations, documents and instruments as Lendsr or its counsel, may require.
Payment of Fees and Expenses. Borrower shall have paid to Lender all fees, chargos, and other expenses which are then due and payable
as specified in this Agreoment or any Related Document.
Representatlons and Warrantles. The repr€sentations and warranties set forth in this Agreement, in the Related Documents, and in any
document or cortificate dellverod to Lendsr under this Agreement are true and correcl.
No Event of Default. Thoro shall not exist at the timo of any Advanco a condition which would constilute an Evonl of Default under lhis
Agr€emont or under any Rolated Document.
MULTIPIE BORROWERS, Thls Agreement has be€n executed by multiple obligors who are ref€rred to ln thls Agreemont lndlvidually, collectlvely
and interchangeably as "Borrower." Unloss specifically stated to the contrary, the word "Borrower" as used in this Agreement, includlng
wlthout llmltatlon all representatlons, wanantles and covenants, shall include all Borrowers. Borrower understands and agrees that, with or
without notice to eny one Borrower, Lender may (A) make one or more additional secured or unsecured loans or otherwise extend additional
credit with respect to any other Borrower; (B) with rospoct to any o{her Borrower alter, compromise, renew, exlend, accelerale, or othonivise
change one or moro times the time for payment or other terms of any lndebtedness, including lncreases and docreases of th€ rate of lnl€rest on
the indebtedness; (C) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the
substitutlon of new collateral; (D) release, substilute, agree not to sue, or deal with any one or more of Borrower's or any other Borrower's
sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) detormine how, when and what application of
payments and credits shall be made on any indebtedness; (F) apply such security and direct the order or manner of sale of any Collatoral,
includlng wlthout llmitatlon, any non-judicial sale permitted by the terms of the controlling securlty agreement or deed of trust, as Lender in its
discrellon may determine; (G) sell, transfer, asslgn or grant partlcipations in all or any part of the Loan; (H) exorcise or refrain from exerclsing
any rights against Borroweror others, or otherwiso act or refrain from actlng; (l) settle or compromise any lndebtedness; and (J) subordinato
the paymont of all or any part of any of Bonower's indebtednoss to Lender to the payment of any llabllities whlch may be due Lender or others.
REPRESENTATIONS ANo WARRANTIES. Bolrower represenls and warants to Lender, as of tho dale of thls Agreement, as of the date of each
disbursement of loan proceeds, as of the date of any renewal, extension or modification of any Loan, and at all times any lndebtedness exisls:
Organlza{lon. Cambridge Telephone Company is a corporation for profit which is, and at all times shall be, duly organized, validly existing,
and ln good standlng under and by virtue of the laws of the State of ldaho. Cambridge Tolephone Company is duly authorized to transact
business in all other statos in which Cambridge Telephone Company is dolng business, having obtained all necessary tilings, governmontal
licenses and approvals for each state in whlch Cambridge Telophono Company is doing business. Spocifically, Cambridge Telephone
Company ls, and at all times shall be, duly qualifled as a forelgn corporatlon ln all states ln whlch the fallure to so qualify would have a
material adverse effect on its business or financial condition. Cambridge Telephone Company has the full power and authority to own its
proportios and to transact the buslness in which it is presently engaged or presently proposos to engage. Carnbridge Telephone Company
maintains an offlce at 130 N Superior, Cambridge, lD 83610. Unless Cambrldge Tslephone Company has deslgnated otheruise in writing,
lhe princlpal offico is the office al which Cambridge Telephone Company keops its books and records including its records concerning the
Collateral. Cambridoe Telephone Company will notify Lender prior to any change in the locatlon of Cambrldge Telephono Company's state
ililililililil
Reforences in lhe boxes above are for Lender's use only and do not limit the applicability of thls document to any particular loan or ltem
Anv item above containino rr***rr has been omitted due to text lenqth limitatlons.
Loan No: 9002
BUSINESS LOAN AGREEMENT
(Continued)Page 2
of organlzation or any change in Cambridge Telephone Company's name. Cambridge Telephone Company shall do all things necessary to
preserve and to keep in full force and effect lts existence, rlghts and privileges, and shall comply with all regulations, rules, ordinances,
stalutes, orders and decrees of any governmental or quasi-governmental authority or court applicable to Cambridge Telephone Company
and Cambridge Telophono Company's business activities.
CTC Telecom, lnc. is a corporatlon for profil which is, and at all times shall be, duly organized, validly existing, and in good standing under
and by vlrtue of the laws of ths State of ldaho. CTC Telecom, lnc. ls duly authorlzed to transact business in all other states in which CTC
Telecom, lnc. is doing buslness, having obtalned all necessary flllngs, governmental licenses and approvals for each state in whlch CTC
Telecom, lnc. is doing business. Specifically, CTC Telecom, lnc. is, and at all times shall be, duly qualified as a foreign corporation in all
states ln which th6 failure to so qualify would have a material adverse effect on its buslness orfinancial condition. CTC Telocom, lnc. has
the full power and authority to own its properties and to transact the business in which it ls presently engaged or presently proposes to
sngage. CTC Telecom, lnc. maintains an office at 130 North Superior, Cambrldge, lD 83610. Unless CTC Telecom, lnc. has designated
otherwlse in writlng, the prlncipal office is the office at which CTC Telecom, lnc. keeps lls books and records lncluding its records
concerning the Collateral. CTC Telecom, lnc. will notify Lender prior to any change in the location of CTC Telecom, lnc.'s state of
organizalion or any change in CTC Telecom, lnc.'s name. CTC Telecom, lnc. shall do all things necessary to preserve and lo keep in full
force and effect lts existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of
any governmental or quaslgovernmental authority or court applicable to CTC Telecom, lnc. and CTC Telecom, lnc.'s business activities.
Assumed Buslness Nam€s. Bonowel has flled or recorded all documents or lillngs required by law relatlng to all assumed business names
used by Borrower. Excluding the name of Borrower, the following is a complete list of all assumed business names under which Borrower
does business: None,
Authorlzatlon. Borrower's execution, delivery, and performance of thls Agreement and all the Related Documents have beon duly
authorized by all necessary action by Borrower and do not conflict with, result ln a violation of, or constitute a default under (1) any
provision of (a) Bonower's artlc{es of incorporation or organlzatlon, or bylaws, or (b) any agreement or other instrumont blnding upon
Borrower or (2) any law, govemmental regulation, court decree, or order applicable lo Bonower or to Borrower's properties.
Flnanclal lnformatlon, Each of Bonower's flnanclal statoments
condition as of the date of the statem€nt, and there has been no
the dato of the most recent financial statement supplied to Lender
such financlal statements.
Legal Effect. This Agreement constitutes, and any lnstrument or agreement Borrower is required to givo under this Agreement when
dolivered wlll constitute legal, valid, and binding obligations of Bororver enforceable against Borrower in accordance with their respeclive
terms.
Prop€rtes. Except as contemplated by thls Agreernsnt or as prevlously disclosed ln Bonower's flnancial statements or ln wriling to Lender
and as accepted by Lender, and excepl for property tax liens for taxes not presently due and payable, Borraruer owns and has good title to
all of Borrower's properties free and cloar of all Security lnlerests, and has not execut€d any security documents or financing statomenls
relaling to such properties. All of Borrower's properties are titled in Borrower's legal name, and Bonower has not used or liled a fnancing
statement under any othor name for at least the last five (5) yoars.
Hazardous Substances. Except as disclosed to and acknowledged by Lender in writing, Borrowsr represents and warrants that: (1) During
the period of Bonower's ownershlp of the Collateral, there has been no use, generatlon, manufacture, storage, treatment, disposal, release
or threatened release of any Hazardous Substance by any person on, under, about or from any of the Collateral. (2) Borrower has no
knowledgo of, or reason to believe that there has been (a) any breaoh or violation of any Environmental Laws; (b) any uso, generation,
manufaclure, storage, troatment, disposal, release or threatened release of any Hazardous Substance on, under, about or from the
Collateral by any prior ownsrs or occupants of any of the Collateral; or (c) any actual or threatened litigation or claims of any kind by any
porson relatlng to such mattsrs. (3) Neithor Borrower nor any tenant, contractor, agent or other authorized user of any of the Collateral
shall use, generate, manufacture, slore, lreat, dispose of or release any Hazardous Substance on, under, about or from any of the
Gollateral; and any such activily shall be conduclod in compliance with all appllcable federal, state, and local laws, regulations, and
ordinances, including without limitation all Environmental Laws. Borrower authorizes Lender and ils agents to enter upon the Collateral to
make such inspections and tests as Lender may deem appropriate to determlne compliance of the Collateral with lhis seclion of the
Agreement. Any inspections or t€sts made by Lender shall be al Borrower's expense and for Lender's purposes only and shall not be
conshued to create any responsibility or liabllity on the part of Lender to Bonowor or to any other person. The representatlons and
wananlies contalned herein are based on Borower's due diligence in investlgating the Collateral for hazardous waste and Hazardous
Subslancos. Bono\/sr hereby (1) releases and walves any future claims against Lender for lndemnity or contribufion in the event
Borrower becomes liable for cleanup or other costs under any such laws, and (2) agrees to indemnify, defend, and hold harmless Lendor
against any and all clalms, losses, liabilitios, damages, penalties, and expenses which Lender may diroctly or indirectly sustaln or suffer
resulting from a breach of thls section of the Agreement or as a consequence of any use, goneration, manufacture, storage, dlsposal,
release or threatened release of a hazardous waste or substance on the Collateral. The provislons of this section of the Agreement,
lncluding the obligation to indemnify and defond, shall survive the payment of the lndebtodness and the termlnation, oxpiralion or
satisfactlon of this Agreement and shall not be affected by Lender's acquisition of any interest in any of the Collateral, whether by
foreclosure or othonvise.
Lltlgatlon and Clalms. No litigation, claim, lnvestigation, adminlstrativo proceeding or similar action (including those for unpaid taxes)
against Borrower is pending or threatened, and no other event has occurred whlch may materlally adversely affect Borrower's financlal
condition or properties, other than litigation, claims, or other events, if any, thal have been disclosed lo and acknowledged by Lender in
writing.
Taxos. To the best of Borrower's knowledge, all of Borrower's tax rotums and reports that aro or were required to bo filed, have been
filed, and all taxes, assessments and other governmental charges havo been paid in full, excspt those presently being or to be contested by
Borowor in good faith in tho ordinary course of business and for which adoquate ros€rves hava been provlded.
Llen Priority. Unless otherwise previously disclosed to Lendor in writlng, Borrower has not entered into or granted any Security
Agreements, or permitted the flling or attachment of any Securlty lnterests on or affecting any of the Collateral directly or indirectly
securing repayment of Borrower's Loan and Note, that would be prior or that may ln any way b€ superior to Lender's S€curity lnterests and
rights in and to such Collataral.
Elndlng Effect. This Agreement, tho Note, all Securlty Agroements (if any), and all Related Documenls are binding upon the signers
thereof, as well as upon their successors, representatlves and assigns, and are legally enforceable in accordance with their respective
lerms.
AFFIRMATIVE COVENANTS. Borrower covenants and agreos with Lender that, so long as this Agroemont remains in effect, Borrower will:
supplied lo Lender truly and completely disclosed Borower's financial
material adverse change in Borower's financial condition subsequent to. Borrower has no material contingent obligations excopt as disclosed in
BUSINESS LOAN AGREEMENT
(Continued)Page 3Loan No: 9002
Notlces of Clalms and Lltlgatlon. Promptly inform Lender ln wrltlng of (1) all material adverse changes in Borrower's financial condition,
and (2) all exlstlng and all threatened lltlgation, clalms, lnvestigations, admlnlstratlve prooeedlngs or slmllar actions affooting Borrower or
any Guarantor which could materially affect the flnanclal condition of Borrower or lhe financial condition of any Guarantor.
Flnanclal Records. Maintain its books and records in accordance with GAAP, applied on a consistent basis, and permlt Lender to examine
and audit Borrower's books and records at all reasonable times.
Flnanclal Statements. Furnlsh Lender wlth the following:
Addltlonal Requlrements.
Annual Slatements. As soon as avallable, but ln no event later than May 3rd after the end of each liscal year, Cambridge Telephone
Company's balance sheet and profit and loss statement for the year ended, audlted by a certified public accountant satisfactory to
Lender.
lntertm Statements. As soon as available, but in no event later than 30 days after the end of each quarter, Cambridge Telephone
Company's consolidated balance sheet and profit and loss statement for the period ended, company prepared, satisfactory to Lender.
Tax Returns. As soon as available, but in no event later lhan May 3rd for the appllcable flling date for the tax reporling period ended,
Cambridge Telephone Company and CTC Telecom, lnc.'s Federal and other governmental tax returns, satisfactory to Londor.
Dlsposal of Waste. Borrowor to covenant that all waste fluids, used oil, etc. be properly disposed of wlthin a tlmely manner and not
allowed to accumulate on th6 property; waste oil and nuids stored on proporly are not to exceed 500 gallons.(10 barrels)
lnsurance Premlums. Bonower agrees to provide Lender wilh documentatlon of premiums being paid to the stato and malntaln State
Uniform Stato Tost (UST) insurance adminlstered by Departmont of Environmental Quality annually.
Unlform State Test (UST) Documente. Borrower will provide lhe Bank a duplicato copy of their annual compllance submission packet
to the State of ldaho UST lnsuranco Fund through the ldaho Petroleum Storago Tank Fund admlnlstered by th€ Oepartment of
Envlronmental Quality.
Unlform State Test (UST) Systems ln Compllance. Bonower to maintain all Underground Storage Systems in compliance wilh all
applicable lederal and state laws, rules and regulalions including: maintenance of all associated equipment; requlred system testlng
and associated record-keeping; reporting of any spills or releases that meet regulatory thresholds.
Flxed Charge Coverage. Cambddge Telephone Company shall maintain a minimum Flxed Charge Coverage Ratio (FCC) of 1.50 to
1.00. Fixed Charge Coverage Ratlo means, for any period, tho ratio of (a) earnings before interest exponso, incomo tax oxp€nsor
depreciation expense, and amortization expense (EBITDA) minus the sum of unfinanced portion of capital expenditures, lncome tax
expens€ paid ln cash (or, if applicable, cash distributions to equlty holders to pay income income tax sxpense attrlbutable solely to
their oquity lnterests in Borrower), dividends or other distributions paid in cash, and loans or advances to, lnvestments ln, or
receivables from (i) any affillate of Borower or (il) any thlrd-party lf such loan, advance, lnvestm€nt or receivable is outside Bonowor's
ordinary murse of buslness to (b) the sum of lnterest expense paid in cash, prior period current maturities of long tsrm debt and capital
l€aso obllgatlons, all calculated for the Bonower (and lts subsldlarles on a consolldated basls). Thls ratlo will be measured as of the
end of eactr fiscal quarter. FCC for 2017 : Trailing Twelve Month (TTM) cash flow as determined by the existlng approved
calculation will be compared againsl pro-forma debt service requlrements with a threshold of 1.5 to 1.O0. An adjunct calculatlon wlll
be made comparing TTM cash flow bringlng the adJunct FC below 1.1 to 1.00 wlll be escalated to credit managemenl and action
determined. FCC beglnning March 3'1,2O18'lst 2018 = (consolidated: EBITDA - Taxes - Dividends - Unfinanced Capital
Expenditures) / (consolidated: Prior Period Current Porlion of Loan Term Debt (PPCPLTD) {- lntorost Exponse).
Total Llabllltles to Tanglble Net Worlh. Cambrldge Tolephone Company shall maintain a Debt to Tangible Worth Ratio not In excess of
1.75 to '1.0O, Debt to Tangible Net Worth Ratio ls deflned as Borrower's total liabilities divlded by Bonower's Tangible Net Worth.
Tanglble Not Worth is delined as total assets excluding all intangible assets (e.9. goodwill, trademarks, patents, omployoo advancos,
shareholder notes recelvable, copyrlghts, organlzatlonal expenses, and slmllar lntanglblo ltsms, but lncludlng loaseholds and leasehold
improvements) less total liabilities. This ratio is to be maintained at all times, and will be measured as of the end of each fiscal
quarter.
Annual Statements. As soon as available, but ln no event later than May 3rd of each year, Kermit Wiggins and Richard A. \Mggins'
personal financial statoment for the year ended, satisfactory to Lender.
Tax Returns. As soon as available, but in no event later than May 3rd for the applicable liling date for the tax reporting period ended,
Kermit Wiggins and Riohard A. Wiggins' Federal and other governmental tax roturns, satisfactory to Lender.
All linanclal roports required to be provided under this Agreement shall be prepared ln accordance wlth GAAP, applied on a consistent
basls, and certified by Borrower as being tru6 and correcl.
Addltlonal lnformatlon. Furnlsh such additional information and slatements, as Lender may request from tlme to tlme.
lngurance. Maintain fire and other rlsk insurance, public liability insurance, and such other insurance as Lender may require with respect to
BonoweCs properties and operations, ln form, amounts, coveragos and with lnsurance companies acceptablo to Lender. Borrowor, upon
request of Lender, wlll dellver to Lender from time to time the policles or certlflcates of Insurance in form satlsfactory to Lender, lncludlng
stipulations thal coverages wlll not be cancelled or dlmlnished without at least ten (10) days prior written notice to Lender. Each lnsurance
pollcy also shall lnclude an endorsement providing that coverag€ ln favor of Lender will not be impaired in any way by any act, omlsslon or
default of Borrower or any other person. ln connection with all policies coverlng assets in which Lender holds or is offered a socurity
interest for the Loans, Borrower will provide Lender wilh such lende/s loss payable or other endorsements as Lender may require.
lnsurance Reports. Furnish to Lendor, upon roquost of Lendor, reports on each oxisting insurance pollcy showlng such information as
Lender may reasonably request, lncluding wlthout limltatlon the followlng: (1) the name of the lnsurer; (2) the rlsks lnsured; (3) lhe
amount of the policy; (4) the propertles lnsured; (5) the then current property values on the basis of which insurance has been obtained,
and the manner of dotermining those values; and (6) the oxpiralion date of the policy. ln addition, upon request of Lendor (howover not
more often than annually), Borrower wlll have an lndepsndent appraiser satlsfactory to Lend€r determine, as applicable, the actual cash
value or replacement cost of any Collateral. The cost of such appraisal shall be paid by Borrower.
Guarantles. Prlor to disbursement of any Loan proceods, fumlsh executed guarantios of the Loans in favor of Lender, executed by lhe
guarantors namsd below, on Lender's forms, and ln the amounts and under the condltlons set forth in those guarantles,
Names o, Guarantols
Kermlt Wigglns
Rlchard A. Wlgglns
Amounts
Unllmlted
Unllmlted
Loan No: 9002
BUSINESS LOAN AGREEMENT
(Continued)Page 4
Other Agreements. Comply with all terms and conditions of all other agr€ements, whether now or hereafter existing, between Borrower
and any other party and notify Lender immediately in writing of any default in connection wlth any other such agreements.
Loan Ptoceeds. Use all Loan proceeds solely for Borrowefs business operalions, unless specifically consented to ths contrary by Lender in
writing.
Taxes, Charges and Llens. Pay and discharge when due all of lts indebtedness and obligations, including without llmitation all assessments,
taxos, governmental charges, levies and llens, of every klnd and nature, imposed upon Borrowor or its properties, lncome, or profits, prior
to the date on whlch penalties would atlach, and all lawful claims that, lf unpaid, might become a llen or charge upon any of Borrower's
properties, income, or profits. Provided however, Borrower will not be required to pay and dlscharge any such assessment, tax, charge,
levy, lien or claim so long as (1) the legality of the samo shall be contested in good faith by approprlate proceedings, and (2) Bonower
shall have established on Borower's books adequato reserves with respect to such contested assossment, tax, charge, levy, lien, or claim
in accordance with GAAP.
Performance. Perform and comply, in a timely manner, with all terms, conditions, and provisions set forth in this Agreement, in the Rolated
Documents, and in all other instruments and agreemonts between Borrower and Lender. Borrower shall notiry Lender immediately in
writing of any default in connectlon wlth any agloomont.
Opsrations. Maintain executive and managemont personnel with substantially the same qualifications and experience as the present
executivo and management porsonnol; provide written notlce to Lender of any change ln execulive and management porsonnel; conduct its
business affairs ln a reasonable and prudent manner.
Envlronmental Studles. Promptly conduct and complete, at Bonower's exp€ns€, all such investigations, studies, samplings and testings as
may be requested by Lender or any governmental authority relative to any substance, or any waste or by-product of any substance defined
as toxic or a hazardous substanc€ undor applicable federal, state, or local law, rule, regula0on, order or directive, at or affecting any
property or any facility owned, leased or used by Borrower.
Compllance wlth Govornmental Requlrements. Comply with all laws, ordinances, and regulatlons, now or hereafter in effect, of all
governmental authoritles appllcable to the conduct of Borrower's proporties, businesses and operations, and to the use or occupancy of the
Collateral, lncluding without limltation, the Americans With Disabilities Act. Borrower may contest in good faith any such law, ordinance,
or regulation and withhold complianco during any proceeding, includlng appropriate appeals, so long as Borrowor has notilied Lendsr in
wrlting prior to doing so and so long as, in LendeCs sole oplnion, Lender's lnterests tn the Collateral ar€ not Jeopardlzed. Lendor may
require Bonower to post adequate securlty or a surety bond, reasonably satisfactory to Lender, to protect Lender's interesl.
lnspectlon. Permit employees or agonts of Lender at any reasonable time to lnspect any and all Collateral for the Loan or Loans and
Borrowe/s olher properties and lo €xamine or audit Bonower's books, accounts, and records and to maks coplos and memoranda of
Borrowsr's books, accounts, and records. lf Borrower now or at any time hereafter mainlains any records (including without limitalion
computer gonerated records and computer software programs for the generation of such records) ln the possession of a third party,
Borrower, upon request of Lender, shall notify such party to permit Lender free access to such rocords at all reasonable times and to
provide Lender with copios of any records lt may request, all at Bonowe/s expenso.
Envlronmental Compllance and Reporls. Bonower shall comply in all respects with any and all Environmental Laws: not cause or permit to
exist, as a result of an lntentlonal or unlntentlonal actlon or omisslon on Borrower's part or on the part of any third party, on property
owned and/or occupled by Borrower, any environmental activity where damage may result to the environment, unless such environmental
activity is pursuant to and in compliance with the oonditlons of a permit issued by lhe appropriato fedoral, state or local govornmental
authorities; shall fumish to Lender promptly and in any event withln thlrty (30) days aftor receipt thereof a copy of any notlce, summons,
lien, cltation, directive, lelt€r or other communication from any governmental agency or instrumentality concerning any intenlional or
uninlentional action or omlssion on Borrower's part ln conneclion with any environmental activity whether or not there is damage to the
environment and/or olher natural resources.
Addltlonal Assurances. Make, execute and deliver to Lender such promissory notes, mortgages, deeds of trust, security agreements,
assignmenls, financing statements, instruments, documents and other agr€ements as Lender or its attorneys may reasonably request to
evldence and socure the Loans and to porfect all Security lnterests.
Flnanclal Statements. Furnish Lender with such financial statemenls and any and all other lnformatlon or documentatlon related thereto at
such frequencles and in such delall as Lender may reasonably requ€sl.
Tax Returns. Furnish Lender with such tax returns, or extensions thereol and any and all other lnformation or documentation related
lhereto at such frequencies and ln such detail as Lender may reasonably request.
Guarantor Flnanclal Statements. Borrower shall cause Guarantor to furnish Lender wlth each Guarantor's flnancial statements, and any and
all other lnformation or documentation related thereto, at such frequencies and in such detail as Lender may reasonably request.
Guaranlor Tax Rsturns. Bonower shall cause Guarantor to furnish Lender with each Guarantor's tax returns, or extensions thereof, and any
and all other informatlon or documontation related thereto, at such frequencies and in such detail as Lender may reasonably request.
RECOVERY OF ADDITIONAL COSTS, lf the lmposltlon of or any change in any law, rule, regulation, guideline, or generally accepted accounting
prlnciple, or the interpretation or application of any thereof by any court, adminlstrative or governmsntal authority, or standard-settlng
organlzation (lncluding any request or polioy not having the forco of law) shall imposo, modifo or make appllcable any taxos (excopt federal,
state or local income or franchise taxes imposed on Lender), roserve requlrements, capltal adequacy requlrements or other obligatlons which
would (A) increase the cost to Lender for extending or maintalning the credit facilities to which this Agreement relates, (B) reduce the
amounts payable to Lender under this Agreement or the Related Documents, or (C) reduce the rate of return on Lender's capital as a
cons€quence of Lender's obligations with respect lo the credit facilitles to which this Agreement relat€s, then Borrower agrees to pay Lender
such additional amounts as will compensalo Lendor therefor, within live (5) days after Lender's written demand for such payment, which
demand shall be accompanled by an explanation of such impositlon or charge and a calculalion ln reasonable detail of tho additional amounts
payable by Borrower, which explanation and calculations shall be conclusive in the absence of manifesl enor.
LENDER'S EXPENDITURES. If any action or proceedlng is commenced that would malerially affect Lender's interest ln the Collateral or if
Borrower fails to comply with any provision of thls Agreement or any Related Doouments, including but not limited to Borrower's failure to
discharge or pay when due any amounts Bonower Is reguired to discharge or pay under this Agreem€nt or any Rslated Documents, Lender on
Borrower's bohalf may (but shall not be obligated to) take any action that Lender deems appropriate, lncluding but not limited to discharging or
paylng all taxes, liens, security interests, encumbrances and other clalms, at any tlme levied or placed on any Collateral and paying all costs for
lnsuring, maintalnlng and presorving any Collaleral. All such expendllures incuned or pald by Lender for such purposes will then bear int€rest at
tho rate charged under the Note from the dato inoured or paid by Lender to the date of repaymont by Borrower. All such oxpenses wlll becomo
a part of the lndebtedness and, at Lender's option, will (A) be payable on demand; (B) be added to the balance of lhe Nole and be
apportioned among and be payable with any lnstallment payments to become due during either (1 ) the term of any appllcable lnsurance policy;
BUSINESS LOAN AGREEMENT
(Continued)Page 5Loan No: 9002
or (2) the remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable at the Note's maturity.
NEGATIVE COVENANTS. Borrower oovenants and agrees with Lender that while this Agreement is in effect, Borrowor shall not, without the
prlor wrltten consont of Lend€r:
lndebtedness and Llens. (1) Except for trade debt incurred in the normal course of business and lndebtedness to Lender contemplated by
thls Agreement, create, incur or assume indebtedness for borrowed money, including capital leases, (2) sell, transfer, morlgage, assign,
pledge, lease, grant a security interest in, or encumber any of Borrower's assets (except as allowed as Permitted Liens), or (3) sell wlth
recourse any of Bonower's accounls, except to Lender.
Contlnulty of Operatlons. (1) Engage in any business activitios substantially different than those in which Bonower ls presently engaged,
(2) cease operalions, liquidate, merge, translor, acqulre or consolidate with any other entity, change its name, dissolve or transfor or sell
Collateral out of the ordinary course of business, or (3) pay any dividends on Bonower's stock (other than dividends payable in lts stock),
provided, however that notwithstanding the foregoing, but only so long as no Event of Default has occurred and is continuing or would
result from the payment of dlvidends, lf Bonower Is a "Subchapter S Corporation" (as deflned In the lntemal Revenue Code of 1986, as
amended), Bonower may pay cash dlvldends on its stock to its shareholders from time to time in amounts necessary to enable the
shareholders to pay lncome taxes and make estlmated lncome tax payments to satisfy their llabilities under federal and state law which
arise solely from their status as Shareholders of a Subchapter S Corporation because of their ownership of shares of Bonower's stock, or
purchase or retire any of Borrower's outstanding shares or alter or amend Borrower's capital structure.
Loans, Acqulsltlonc and Guarantles. ('l) Loan, invest in or advance money or assets to any other person, enterprise or entity, (2)
purchaso, croato or acqulre any lnterest ln any other enterprise or entity, or (3) lncur any obligation as surety or guarantor other than ln
tha ordinary course of business.
Agreements. Enter into any agreement containing any provisions which would be violaled or breached by the performance of Borrower's
obligations under this Agreement or in connection hsrewith.
CESSATION OF ADVANCES, lf Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any
olher agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (A) Borrower or any Guarantor is in
dofault under the terms of thls Agreement or any of the Related Documents or any other agr€emont that Borrower or any Guaranlor has with
Lender; (B) Bonower or any Guarantor dles, becomes incompetent or becomes insolvent, {iles a potitlon ln bankruptcy or similar proceedings,
or is adJudged a bankrupt; (C) there occurs a material adverse change in Borower's financial conditlon, in the financial condition of any
Guarantor, or in the value of any Collateral securing any Loan: or (D) any Guarantor seeks, claims or otherwise attompts to limit, modlfo or
r6vok€ such Guarantods guaranty of tho Loan or any other loan wlth Lender; or (E) Lender ln good falth d€ems ltself lnsacure, even though no
Evonl of Default shall have occuned.
RIGHT OF SETOFF. To the extent permitted by appllcablo law, Londor resoryos a right of setoff ln all Borrowe/s accounts with Lender (whether
checklng, savlngs, or some oth6r account). Thls lncludes all accounts Borrowor holds Jolntly wlth someone else and all accounts Borrower may
open in the future. However, thls does not include any IRA or Keogh accounts, or any lrust accounts for whlch setoff would be prohibited by
law. Bonower authorlzes Lender, to the extent permitled by applicable law, to charge or setoff all sums owing on the Indebtedness against any
and all such ac@unts, and, at Lendefs option, to administratively fr€eze all such accounts to allow Lender to protect Lende/s charge and setoff
rlghts provided in this paragraph.
DEFAULT. Each of the following shall constitute an Event of Default under this Agreement:
Payment Default. Borower falls to make any payment when du€ under the Loan.
Other Defaults, Borrower fails to comply with or to perform any othor term, obligation, covenant or condition contalned ln thls Agreement
or in any of the Related Oocuments or to comply wlth or to perform any term, obllgatlon, covenant or condltion contalned ln any other
agreement between Lender and Borrower.
Envlronmental Default. Failure of any party to comply with or perform when due any term, obllgation, covenant or condition conlained in
any environmental agreement executed in connection wlth any Loan.
Default ln Favor of Thlrd Partles. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or
sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's or any
Granto/s property or Borower's or any Grantor's ablllty to repay the Loans or perform their rcspectivo obligations under this Agreemont or
any of the Related Documents.
False Slalements. Any warranty, representation or slatemont made or fumished to Lende. by Borrower or on Borrower's behalf under thls
Agreoment or the Related Doouments is falso or misleading ln any materlal resp€ct, either now or at the time made or furnished or becomes
false or mlsleadlng at any tlme thereaftor.
lnsolvency. The dlssolutlon or t€rmlnation of Borrowsr's exlstence as a golng buslnoss, the lnsolvency of Borrower, the appolntment of a
recelver for any part of Borrower's property, any assignmenl for the benefit of credltors, any type of credltor workout, or the
commencement of any proceeding undor any bankruptcy or insolvoncy laws by or against Borrower.
Defectlve Collaterallzatlon. This Agr€emsnt or any of the Related Documents ceases to be in full forco and effect (including failure of any
collateral document to create a valid and perfected security intor€st or lien) at any time and for any reason.
Credltor or Forfolturo Proceedlngs. Commencement of foreclosuro or forfeiture proceedlngs, whether by Judlclal proceeding, self-help,
repossession or any othor mothod, by any c,reditor of Borrower or by any governmontal agonoy agalnst any collaloral securing ths Loan.
Thls lncludes a garnlshment of any of Borrow€r's ac@unts, lncludlng deposlt accounts, wlth Lender. However, thls Event of Default shall
not apply if there ls a good faith dlspute by Borrower as to the validlty or reasonableness of tha claim which is the basls of the creditor or
forfelture proceeding and if Borrower gives Lenderwritten notico of tho creditor or forfeiture proceeding and deposits with Lender monles or
a surety bond for the credltor or forfelture proceeding, in an amount detormlned by Lender, in its sole discretlon, as belng an adequate
rsserve or bond for the dispute.
Events Affectlng Guarantor. Any of the precedlng events occurs with respect to any Guarantor of any of the lndebtedn€ss or any
Guarantor dles or becomes lncompetent, or revokes or dispules the validity of, or liability under, any Guaranty of the lndebtedness.
Change ln Ownershlp, Any charEe ln ownership of twenty-five percent (25%) or more of the common stock of Borrower.
Adverso Change. A material adverse change occurs ln Bonowefs financial condition, or Lender beliov€s the prospsct of payment or
performance of the Loan is impaired.
lnsecurlty. Lendor in good faith bellsves itself insecure.
Rlght to Cure, lf any default, other than a default on lndebtedness, is curable and if Borrower or Grantor, as the caso may bo, has not beon
Loan No: 9OO2
BUSINESS LOAN AGREEMENT
(Continued)Page 6
glvon a notioe of a slmilar default within the preceding twelve (12) months, it may be cured if Borrower or Granlor, as the case may be,
after Londer sends wrltten notice to Bonower or Grantor, as the case may be, demandlng cure of such default: (1) cure the default wlthin
fifteen (15) days; or (2) if the cure requires more lhan fifteen (15) days, immediately initlate steps which Lender deems in Lender's sole
discretion to be sufficient lo cure the delault and thereafter continuo and complete all reasonable and necessary steps sufficient to produco
compllance as soon as reasonably praclical.
EFFECT OF AN EVENT OF DEFAULT. lf any Event of Default shall occur, excepl where otherwise provided ln this Agreement or the Related
Documonts, all commitments and obligations of Lender under this Agreement or the Related Docurnsnls or any other agreement immedlately will
termlnate (lncludlng any obllgation to make further Loan Advances or dlsbursements), and, at Lender's option, all lndebtedness immediately will
become due and payable, all withoul notice of any kind to Borrower, except thal ln the case of an Event of Default of the type described in the
"lnsolvoncy" subseotion above, such accoleration shall be automatic and not optional, ln addition, Lendor shall have all tho rights and remedies
provided in lha Related Documents or available at law, ln equlty, or otherurrise. Except as may be prohibited by applicable law, all of Lender's
rights and remedles shall be cumulative and may be exercised singularly or concurrently. Election by Lender lo pursu€ any romedy shall not
exclude pursult of any other remedy, and an election to make expendltures or to lake action to perform an obligation of Borrower or of any
Grantor shall not affect Lender's right to declare a default and to exerclse its rights and remedies.
WAIVER OF DEFENSES AND RELEASE OF CLAIMS. The underslgned heteby (l) represents that nelther the underslgned nor any affiliate or
prlnclpal of the underslgned has any defenses to or setoffs agalnst any lndebtedness or other obllgatlons owlng by the underslgned, or by the
underslgned'e afflllates or prlnclpals, to Londer or Lender's affillales (the "Obllgatlons"), nor any clalms agalnst Lender or Lender's afflllates for
any matler whatsoever, related or unrelated to the Obllgatlons, and (ll) releases Lender and Lender's affillates, offlcers, dlrectors, employees and
agents from all clalm6, causes ol acllon, and costs, ln law or equity, known or unknown, whether or not matured or contingenl, exlstlng as of
the date hereof that the underslgned has or may have by reason of any matler of any concelvable klnd or characler whatsoever, related or
unrelated to tho Obligatlons, lncludlng the subfect matter of lhis Agreement. The foregolng release doos not apply, however, to claims for future
performance of express contraclual obllgations that mature after the dat6 hereof that are owing to the undersigned by Lender or Lender's
afflllates. As used in this paragraph, the word "undersigned" does not lnclude Lender or any individual slgnlng on behalf of Lender. The
underslgned acknowledges that Lender has been induced to enter lnto or c,ontinue lhe Obligations by, among other things, the waivers and
releases in this paragraph,
DISPUTE RESOLUTION. Thls secllon contalns a Jury walver, arbltratlon clause, and a class acllon waivor. READ lT GAREFULLY.
Thls dlspute resolullon provlslon shall supersede and replace any prlor "Jury Walver," "Judlclal Reference," "Class Actlon Wafuer,"
"Arbltratlon," "Dlspute Resolutlon,' or slmllar alternatlve dispute agreement or provlslon betwoen or among the partlee.
JURY TRIAL WAIVER; CLASS ACTION WAIVER. As permitted by applicablo law, each party walves thalr resoective rlghts to a trlal before a@(as,.Dlspute..ishereinafterdefined)'andDlsputes3hallber6solvgdbyaludoeslttlnowIthoutalurv.lfacourl determines that this provlsion is not enforceable for any reason and at any tlme prlor to trlal of th6 Dlspute, but not later than 30 days
after onlry of the order dotermlnlng thls provlslon ls unenforceable, any party shall be entitled to rnove the court for an order compelling
arbitration and staying or dismisslng such liligation pending arbitration ("Arbilration Order"). lf permitted by appllcable law, each party also
walves lhe rlght to lltlgate ln court or an arbltrallon proceedlng any Dlspule as a class actlon. efther as a member of a class or as a
r€oresontative. or to acl as a prlvate attornov osneral.
ARBITR.ATION. lf a claim, dlspute, or conlroversy arises betwoen us wlth resp€ct to this Agreement, related agreements, or any other
agreement or buslness relallonshlp between any of us whether or not related lo the sublect matter of thls Agreement (all of the foregoing, a
"Dlspute'), and only lf a Jury trlal waiver is not permitted by applicable law or ruling by a courl, any of us may require that the Dispule be
resolved by blnding arbitration before a single arbitrator at the request of any party. By agreelng to arbltrate a Dlspute. each party olves uo any
rlght lhal oarty may have to a lurv trlal, as well as other rlghts thal party would have ln court lhal are not avallable or are more llmlted ln
arbltrallon. such as the rlohts lo dlscovery and to aopeal.
Arbitration shall be commenced by flllng a pelition with, and ln accordanco wlth the appllcable arbltratlon rul6s of, JAMS or National Arbltratlon
Forum ('Adminlslrator") as seleded by the initiating party. lf the parties agree, arbitratlon may be commenced by appointment of a licensed
attornoy who is solected by the parti€s and who agrees to conduct the arbltratlon without an Admlnistrator. Disputes includo matters (l) relatlng
to a deposlt account, applicatlon for or denial of credit, enforcemont of any of the obllgations we have to each other, compllance with applicable
laws and/or regulatlons, performance or seryices provided under any agreement by any party, (ii) based on or arislng from an alleged tort, or (iil)
lnvolvlng olh6r of our employees, ag€nts, afliliatos, or asslgns of a party. However, Dlsputes do not include the validity, onforceabillty,
meanlng, or scops of thls arbitration provision and such matters may bs del€rmlned only by a court. lf a third party is a party to a Dispute, we
oach wlll oonsent to including the third party in lhe arbitration proceedlng for rosolving the Dispute with tho third parly. Venue for the
arbitration proceedlng shall be at a locatlon determined by mutual agreement of the parties or, if no agreement, ln the city and state wher6
lender or bank ls headquartered.
After enlry of an Arbltration Order, tho non-moving party shall commenc€ arbitration. The moving party shall, at its discretion, also be entitled
to commence arbitratlon but Is under no obllgatlon to do so, and the movlng party shall not in any way be adversely preJudlced by electing not to
commence arbltration. The arbltralor: (i) wlll hear and rule on approprlate dlspositive motions for judgment on th6 pleadings, for failure to state
a claim, or for full or partial surmary judgment; (ii) will render a decision and any award applying appllcablo law; (iii) wlll give effect to any
limltatlons period in determlning any Dispute or delense; (lv) shall enforce the doctrines of compulsory counterclalm, r€s Judlcata, and collateral
estoppel, if applicable; (v) wlth regard to motions and the arbitration hearing, shall apply rules of evidence governing civil cases; and (vi) will
apply the law of the state speclfied in the agreement giving rise to the Dispute. Filing of a petltion for arbitration shall not prevent any party
from (i) seeklng and obtainlng from a court of competent judsdiction (notwithstanding ongoing arbltration) provisional or anclllary remodies
lncludlng but not llmited to injunctive rellof, property preservatlon orders, foreclosure, evlctlon, attachment, replevin, garnishment, and/or the
appolntment of a recelver, (ll) pursulng non-judlclal foreclosure, or (ili) availing itself of any self-help remedies such as seloff and repossession.
The exercise of such rights shall not constituto a waiver of the right lo submit any Dlspute to arbitration.
Judgment upon an arbitralion award may be entered in any court having jurisdictlon except that, if the arbltration award exceeds $4,000,000,
any party shall be entitled to a de novo appeal of the award before a panel of throe arbltrators. To allow for such appoal, if tho award (including
Adminlstrator, arbltrator, and attorney's fees and costs) exceeds $4,000,000, the arbilrator will lssue a written, reasoned declslon supportlng
the award, includlng a 6tatem6nt of authorily and its application to the Dispute. A request for de novo appeal must be filed with the arbitrator
wlthln 30 days followlng the date of the arbllration award; if such a request is not made within that tlme period, the arbitration decision shall
bemme linal and binding. On appeal, the arbltrators shall review the award de novo, meaning that they shall reach their own ,indings of fact
and conclusions of law rather than deforring in any manner to the origlnal arbltrator. Appoal of an arbitration award shall b€ pursuant to the
rules of the Administrator or, if the Admlnistrator has no such rules, lhen tho JAMS arbltratlon appellate rules shall apply.
Arbitratlon under thls provlslon concerns a transactlon involving interstate comm€rcs and shall be governed by tho Federal Arbitration Act, I
U.S.C. sec. 1 et seq, This arbltratlon provlsion shall survive any termlnation, amendment, or explratlon of this Agreement. lf the terms of this
provision vary from the Admlnlstrator's rules, thls arbltration provision shall oontrol.
Loan No: 9002
BUSINESS LOAN AGREEMENT
(Continued)Page 7
RELIANCE. Each party (i) certifies lhat no one has represented to such party thal the other parly would not seek to enforce .iury and class
action walvers ln the event of suit, and (ii) acknowledges that lt and the other party have been induced to enter into this Agreement by, among
other things, the mutual waivers, agreements, and certifications in this section.
COLLATERAL APPRAISALS. During the term of the Loan, L€nder may obtain one or more appralsals of any real or porsonal property constituting
Collateral for the Loan: (a) lf any applicable law, rule, regulaflon, regulator recommendation or audit standard requires or encourages Lender to
obtaln an appralsal, or (b) Lender belioves lhat an event of default has occurred under the Loan Documents, or (c) Lender reasonably belioves
conditions exlsl that, with tha passage of tlme and giving any required notice, will constitute an event of default under the Loan Documents.
Bonower shall relmburse Lender for the cosl of such appraisals (but not more than one per calendar year), and Lender may in its discretlon
chargs that rolmbursement to any credlt facility outstanding wlth Borrower. Appralsals undsr thls sectlon wlll be ordered, reviewed and
accepted by Lendor from an appraiser (and ln a Iorm and substance) satisfactory lo Lender in its sole discretion. Borrower shall cooperate in the
conduct of the appralsal, Includlng but not limited to grantlng the appralser accoss to the real property and providlng the appralser with all
records or lnformation roquesled in connection therewith.
MULTIPLE LOAN AGREEMENTS (INDEPENDENT LOAN AGREEMENTS). Borrower and Lender acknowledge lhat Borrower may have more than
one outstanding loan with Lender, and may be granted addltional loans by Lender in tho future. Borrower and Lender agree that (a) the loan
agreement execuled ln connection with oach loan shall govern that partlcular loan: (b) execution or amendment of a loan agreement for one loan
shall not be lnterpreted to supersede or amend any loan agreement prevlously executed ln connection with another loan; and (c) any present or
futuro loan for whlch no s€parate loan agreement is executed shall always be governed by the most recently executed loan agreement then
outstandlng belween Borower and Lender, whother oxecuted before or after lhe grantlng of sald loan. This section shall not diminish any
cross-default or cross-collateralization torm in any loan agreement, promlssory note or rolalod loan document. (Thls section supersedes any
contrary provlslon ln thls Agreement.)
Notwithstanding the preceding paragraph of thls section, €very loan agreemonl between Borrov/er and Lender (together with all related loan
documents assoclated therewith) shall be deemed amended to adopl th€ dispute resolution provlsions that are now or hereafter set forth in the
most recently executed loan agreement. ln thls paragraph, "dispute resolution provislon" lncludes any prwlsion, or omission thereof, ln the
nature of a class action walver, a jury trial waiver, or alternative dispute resolution term (such as resolution by arbltration orJudicial rofersnco).
REPLACEMENT DEFINITION OF "LOAN". The delinition of "Loan" in the Delinitlons section of this Agreemsnt is hereby deleted. The word
"Loan", when capltalizod, shall have the following meaning:
(a) the Note (lf any) ld€ntlfled in the Delinltlons sectlon of thls Agreemont,
(b) any other presenl or future promissory note or credit agreement that is identilied in lhat instrument or ln this Agreement as being
subject to thls Business Loan Agreement;
(c) the speclfic loan or other financial accommodation now or her€after made by Lender to Bonotiler in consideration of, arnong other
thlngs, Bonower executing this Buslness Loan Agreement
(d) any other present or future promlssory note or credlt agre€ment that ls mad€ subject to thls Buslness Loan Agreement pursuant to the
sec'tion herein entitled "Multlple Loan Agreements (independent loan agreements)"; and
(e) the Borrower's liabllltles and obligations arising under the Related Documents associated with any of the foregoing.
UNLAWFUL USE, MEDICAL MARIJUANA, CONTROLLED SUBSTANCES AND PROHIBITED ACTIVITIES. The undersigned shall not use, occupy,
or permit lhe use or ocoupancy of any Property or Collat€ral by the undersigned or any lessee, tenant, licensee, permitee, agent, or any other
porson ln any mann€r that would be a violation of any applicable federal, state or local law or regulation, regardless of whether such use or
occupancy ls laMul under any confllcting law, including without limltation any law relating to tho use, sale, possession, cultivation,
manufacture, distribution or marketing of any controlled substances or othor contraband (whelher for commercial, medical, or personal
purposes), or any law relating to the mediclnal use or distribution of marijuana (collectlvely, -Prohlbited Actlvitles"). Any leaso, license, sublease
or other agreement for uso, occupancy or possession of any Ploperty or Collateral (collectlv€ly a "lease") wlth any thlrd person ("lessee") shall
expressly prohibit the lessee from ongaging or permitting others to engage In any Prohibited Activities. The undersigned shall upon demand
provlde Lender with a writlen statement setting forth lts compliance with thls section and stating whether any Prohibited Activities are or may
be occurring in, on or around the Property or Collateral. lf the undorsigned becom€s aware that any lessee is likely €ngaged in any Prohlbited
Actlvitles, The underslgned shall, in compliance with applicable law, terminate the appllcable lease and trake all aclions permitted by law to
dlscontlnus such activities. The underslgned shall keep Lender fully advised of its actions and plans to comply with this section and lo prevent
Prohlblted Activltles.
This section ls a material conslderation and inducement upon which Lender relles ln extending credit and other financial accommodations to the
undersigned. Failure by the underslgned to comply with this section shall constitute a material non-curable Event of Default. Notwithstanding
anythlng in this agreement, the Note or Related Documents regarding rights to cure Events of Default, Lend€r is entitled upon breach of this
section to lmmediatoly exercise any and all romedies under this agreemsnt, the Note the Related Documents, and by law.
ln addition and not by way ol limitation, lho undersigned shall lndemniff, defend and hold Londor harmless from and against any loss, claim,
damage, llabillty, flne, penalty, cost or expense (lncluding attorneys foes and expenses) arlslng from, out of or related to any Plohiblted
Activlties at or on the Property or Collateral, Prohlbited Activities by the undersigned or any lessee of the Prop€rty or Collateral, or lhe
underslgned's breach, violation, or fallure to enforce or comply with any of the covenants set forth ln this section. This indemnity includes,
without limltatlon any clalm by any governmental entity or agency, any lessee, or any third person, includlng any govemmental action for seizure
or forfeiture of any Property or Collateral (with or without compensation to Lender, and whether or not Property or Collateral is taken free of or
subject to Lender's lien or securlty interest). As used in this section, the word "undersigned" does not include Lender or any individual signing
on behalf of Lender.
COMPLIANCE CERTIFICATES. At such intervals and in such format as Lender may designate from time to tlme, Borrower shall provide Lenderwith written certification by Borrowor and its attesting principal flnancial or accounting officor: that all of Borrower's representatlons and
wananties under this Agreemenl continue to be lrue, accurate and complete in all material respects; thal Bonow€r ls in compllance wlth all of
its afflrmative covenants, negative covenants, financial covonanls, reporting covenants, and other covonants in lhis Agreement; that lhe
information in all financial statements Borrower has submiftod lo Lender, and the computatlons provided with Bonower's current and prlor
certificates accurately repres€nt Borrower's financial positlon as of the dates thersof: lhat Borrowor's submitted financial statements were
proparod in accordance wllh gen€rally accepted accounting princlples (except as otherwise disclosed therein); that no event has occured and no
condltlon exlsts that constllutes (or wlth the passage of time and giving of any necessary notice would constitute) an Event of Default under this
Agreemenl.
CREATION OF TRUSTS, AND TRANSFERS TO TRUSTS, Neither Bonower nor any Guarantor shall create as settlor any trust, or transfer any
ass€ts into any trust, without giving writlon notice to Lender at least nlnety (90) days prior to such crealion or transfer. That notico shall
describe ln reasonable detail the tlust to be created and/or the asset transfer to be made. Failure by any such settlor to provide that notice shall
be an evont of default undor this instrument and the Loan.
Neilher Borrower nor any Guarantor shall oroato as settlor any actual or purported spendthrift trust, asset protection trust or any othet trust
Loan No: 9002
BUSINESS LOAN AGREEMENT
(Continued)Page 8
intended by its terms or purposo (or having the offool) to protoct assets from creditors or to llmit the rights of existing or future credltors (an
'Asset Protsction Trust") without the prlor wrltten consent of Lender. Lender may wllhhold lhat consent in ils sole discretion. Creation of any
Asset Protection Trust, and each transfer of assets thereto, by any such seftlor without Lender's prior wrilten consent:
(a) shall be an event of default under this instrument and the Loan,
(b) shall have the effect of, and shall be deemed as a matter of law, regardless of that setllor's solvency, of havlng been rnade by that
settlor with the actual intent of hlndering and delaying and defraudlng Lender as that setllor's credltor, and
(c) shall constltute a fraudulent lransfer that is unenforceable and vold (not merely voldable) as against Lender.
Wilh respect to each such fraudulent transfer, Lender shall have all the rights and remedios provided by state traudulent transfer laws, or
otheruise provided at law or equlty. Londor shall have the right to obtain an sx parte court order dlrectlng the trustee of the Asset Protection
Trust to glve Lender wrltten notlce a reasonable time (of no less than ten business days) prlor to making any distribution from said trust.
Nothlng in this paragraph shall limit or affect any rights or remedies otherwise providod to Lender by law, equity or any contract.
DOCUMENT IMAGING. Londor shall be entitled, in its sole discretion, to image or make coples of all or any selection of the agreements,
lnstruments, documenls, and ltems and records governing, arising from or relatlng to any of Borrower's loans, including, without limitation, this
document and the Related Documenls, and Lender may destroy or archlve the paper orlginals. The partles hereto (i) waive any right to insist or
require that Lender produce paper originals, (ii) agreo that such lmages shall be accorded the same forco and effect as the paper originals, (iii)
agree that Lender ls entitlod to use such images in lieu of destroyed or archived origlnals for any purpose, lncludlng as admissible €vldenc€ in
any demand, presentment or other proceedings, and (iv) further agree that any executed facsimile (faxed), scanned, or other imaged copy of this
document or any Related Document shall be deemed to be of tho same force and effect as the original manually executed document.
REPORTING NEGATIVE INFORMATION. We (Lender) may report informatlon about your (Borrower's) account to credit bureaus. Late payments,
missed paymenls, or other defaults on your account may be reflected in your credit report.
MISCELLANEOUS PROVISIONS. The following mlscellaneous provisions are a part of thls Agreement:
Amendments. This Agreement, together wlth any Related Documents, conslitutes lhe enlire understandlng and agreement of the parties
as to the matters set forth in this Agreoment. No alteration of or amendment to this Agreement shall be effectivo unless given ln writing
and signed by the party or parlles sought to be charged or bound by the alleration or amendment.
A(orneys' Fees; Expenses, Borower agrees to pay upon demand all of Lender's costs and expenses, including Lender's reasonable
attorneys' fess and Lendsr's legal expenses, incurr€d in connection with the enforcement of this Agreement. Lender may hlre or pay
someon€ else to help enforce this Agreement, and Bonower shall pay the costs and expenses of such enforcement. Costs and expenses
lnclude Lender's reasonabla attorneys'fees and legal expenses whether or not thore ls a lawsuit, including reasonable attorneys' fs6s and
legal expenses for bankruptcy proceedlngs (including efforts to modiff or vacate any automatic stay or lnlunction), appeals, and any
anticlpated post-Judgment collection seryicos. Borower also shall pay all court costs and such additlonal fe€s as may be directed by the
court.
Captlon Headlngr. Caption headlngs in this Agreement ar6 for convenlence purposes only and ars not to be used to interpret or define the
provislons of thls Agreement.
Consent to Loan Partaclpatlon. Borower agrees and cons€nts to Lender's sale or transfer, whether now or laler, of one or more
participation interests ln the Loan to one or more purchasers, wh€th€r related or unrelat€d lo Lender. Lender may provide, withoul any
limitation whatsoever, to any one or more purchasers, or potential purchasers, any information or knowledge Lender may have about
Borrower or about any other matter relatlng to the Loan, and Borower hereby waives any rights to privacy Borrower may have wlth rsspgct
to such matters. Borrower additionally waives any and all nolices of sale of participation lnterests, as well as all notices of any repurchase
of such partlclpation lnterests. Bonower also agrees lhat the purchasers of any such particlpalion lnterests will bo consldered as the
absolute owners of such lnterests ln the Loan and will have all the rights granted undor the partlcipatlon agreem€nt or agreements
governlng the sale of such particlpatlon lnterests. Borrow€r further waives all rights of offset or counterclaim that lt may have now or later
agalnst Lender or against any purchaser of such a partlclpatlon lnterest and uncondltlonally agrees that either Lender or such purchaser may
enforce Borrower's obllgation under the Loan irrespective of the failure or insolvency of any holder of any interest ln the Loan. Borrower
further agrees that the purchaser of any such participation interosts may enforce its intorosts inespeclivo of any p€rsonal claims or
defenses that Borrower may have againsl L€nder.
Governlng Law. Thls Agreement wlll be governed by federal law appllcable to Lender and, to the extent not proompted by federal law, the
laws of the State of ldaho wlthout regard to lts confllcts of law provlelons, Thls Agreemont has bsen accepled by Lender ln the State of
ldaho.
Cholco of Venue. lf lhere ls a lawsuit, Borrower agrees upon Lender's request to submit to the lurisdlctlon of the courts of Ada County,
State of ldaho.
Joint and Several Llablllty. All obligallons of Bonower under thls Agreement shall be jolnt and several, and all references to Borrower shall
mean each and overy Borrower. Thls means that each Borrower signing below ls responsible for all obligations in this Agreement. Where
any one or moro of the parties is a corporation, partnership, limited liabllity company or simllar entity, it is not necessary for Lender to
inqulre lnto the powers of any of tho officers, directors, parlners, members, or othor agents actlng or purporting to act on the entity's
behalf, and any obligations made or created in r€lianco upon the professod exerclse of such powers shall be guaranleed under thls
Agreement.
No Walver by Lender. Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given ln writing
and signed by Lender. No delay or omission on lhe part of Lender in exercising any right shall operate as a waiver of such right or any
other rlght. A walver by Lender of a provislon of this Agreement shall not pre.iudice or constltute a waivor of Lender's right otherwise to
demand strict complianco with that provlslon or any other provislon of this Agreement. No prior waiver by Lender, nor any course of
dealing betw€en Lender and Borrower, or between Lender and any Grantor, shall constitute a walver of any of Lender's rights or of any of
Borrowe/s or any Grantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Agreement,
lhe granting of such consent by Lender in any instance shall not constitute continulng consent to subsequent lnstances where such consent
is required and in all cases such consent may be granted or withheld ln the sole dlscretion of Lsnder,
Notices, Any notlce required to be given under lhis Agroement shall be given ln writlng, and shall be effectlve when actually delivered,
whon actually rocoivod by tolefacsimile (unless otheruviss r€quired by law), when deposited wlth a nationally recognized overnQht courler,
or, lf malled, wh6n deposlted ln the United States mail, as first class, certilled or reglstorod mail postage prepaid, dir€cted to lhe addresses
shown near the beginning of this Agr€ement. Any party may change lts address for notlces under this Agreement by glving formal written
notlce to the other parties, speclfying that the purpose of the notice is to change the party's address. For nolice purposos, Borrower
agre€s to keep Lender Informed at all times of Borrower's current address. Unless othemise provided or required by law, if there ls more
than one Borrower, any notce given by Lender to any Borrower is deemed to be notice given lo all Borrowers.
Severabllity. lf a court of competent jurisdictlon finds any provislon of this Agreement to be illegal, invalld, or unenforceablo as to any
Loan No: 9002
BUSINESS LOAN AGREEMENT
(Continued)Page 9
person or clrcumstance, that finding shall not make ths offending provision illegal, invalid, or unenforceable as to any other person or
clrcumstance. lf feasible, the offending provision shall be consldered moditied so that lt becomes legal, valld and enforceable. lf th6
offending provislon cannot be so modified, it shall be considered deleted from this Agreement. Unless othenryise required by law, the
illegallty, invalidity, or unenforceability of any provision of this Agreement shall not affect the legality, valldity or enforceability of any other
provislon of this Agreement.
Subsldtarles and Afflllates of Borrower, To the extent the conlext of any provlsions of this Agroement makes lt appropriate, lncluding
without llmitation any roprosentation, warranty or covenant, th€ word "Borrower" as used in this Agreement shall include all of Borrower's
subsldiaries and afflllates. Notwllhstandlng the foregolng however, under no circumstances shall this Agreement be construed to require
Lender to make any Loan or other financial accommodation to any of Borrower's subsidiaries or affiliates.
Successore and Asslgns. All covenants and agreements by or on behalf of Bonower contained in thls Agreement or any Related
Documents shall blnd Bonower's successors and assigns and shall inure to the benelit of Lender and its successors and assigns. Borrower
shall not, however, have the right to assign Borrower's rlghts under this Agreement or any lnterest therein, without the prior written
consent of Lender.
Survlval of Represenlatlons and Warrantles. Borrower understands and agrees that in making the Loan, Lender ls relying on all
representations, wanantles, and covenants made by Bonower ln this Agreement or in any certilicate or other lnstrument deliv€red by
Borroryer to Lender under this Agreement or the Related Documents. Borrower furlher agrees that regardless of any lnvestigatlon made by
Lender, all such representations, warranties and covenants wlll survive the making of the Loan and dolivery to Lender of lhe Related
Documonts, shall be continuing ln nature, and shall remaln in full force and effecl until such time as Borrower's lndebtedness shall be pald
in full, or unlil thls Agroemont shall be termlnated in the mannor provided above, whichever is the last to occur.
Tlme ls of tho Ersence. Time is of lhe essence in the performance of this Agreement.
DEFINITIONS. Tho following capitalized words and terms shall have the following meanings when used In this Agrecmont. Unless specifically
stated to the contrary, all references to dollar amounts shall mean amounls in lawful money of the United States of America. Words and terms
used ln the singular shall include lhe plural, and the plural shall include the slngular, as the context may require. Words and terms not otherwise
defined in this Agreement shall have the meanlngs attributed to such terms in the Uniform Commercial Code. Accounllng words and terms not
otherwise defined in thls Agreement shall have the meanings assigned to them in accordance wlth generally accepted accounting principles as ln
effoct on the dato of thls Agreement:
Advance. The word "Advance" means a dlsbursement of Loan funds made, or to be mado, to Borrower or on Borrower's behalf on a lins
of credit or multiple advance basls under the terms and condltlons of thls Agreement.
Agreemenf, The word 'Agreement" moans this Business Loan Agreement, as this Buslness Loan Agreement may bo amended or modlfied
from time to time, together wilh all exhibits and schedules attached to this Business Loan Agreement from time to time.
Borrower, The word "Borrowor' means Cambrldge Telephono Company; and CTC Teleoom, Inc. and includes all co-signers and co-makors
slgning the Note and all their successors and asslgns.
Collateral. Tho word "Collateral" means all property and assets granted as collateral securlty for a Loan, whethor real or porsonal proporty,
whether granted directly or indirectly, whelher granted now or ln the future, and whether granted in the form of a security lnterest,
mortgage, collateral mortgage, deed of trust, assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage, chattel trust,
factor's lien, equipmenl trust, conditional sale, trust receipt, lien, charge, llen or title retention contracl, lease or consignment intended as a
security device, or any other socurity or lien inlerest whatso€vor, wh€th€r created by law, contract, or othemrise.
Environmental Laws, The words "Environmontal Laws" mean any and all stato, federal and local statutes, regulations and ordinances
relatlng to the protection of human health or the environment, lncludlng wlthout llmltatlon the Comprehensivo Envlronmental Response,
Compensalion, and Liability Act of 1980, as amended,42 U.S.C. Section 96O1, et seq. ("CERCLA"), tha Superfund Amendments and
Reauthorizatlon Act of 1986, Pub. L. No. 99-499 (,'SARA"), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801 , et seq.,the Resourc€ Conservation and R€covery Act,42 U.S.C. Section 6901, et seq., or other appllcable stale or federal laws, rules, or
169ulations adopted pursuant thereto.
Event of Default. The words "Event of Default" msan any of ths ovents of default set forth in this Agreement ln the defaull section of this
Agr€ement.
GAAP. The word "GAAP" means generally accepted accountlng prlnclples.
Grantor. The word "Grantor" m€ans €ach and all of the pelsons or ontities granting a Security lnterest in any Collateral for the Loan,
including without limltation all Borrow€rs granting such a Security lntorest.
Guarantor, The word "Guarantor" means any guarantor, suroty, or accommodation party of any or all of the Loan,
Guaranty, The word "Guaranty" means lhe guaranty from Guarantor to Londor, including without llmitation a guaranty of all or part of the
Note.
Hazardoug Substances. The words "Hazardous Substances" m€an materials lhat, because of their quantlty, concenlration or physlcal,
chemical or lnfectlous characterlstlcs, may cause or pose a pr€sent or potential hazard to human health or the envlronment when
lmproperly used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words "HazardousSubstances" are used ln their very broadest sonse and include wlthout limitation any and all hazardous or toxic substances, materials or
waste as defined by or listod under lhe Environmental Laws. The term "Hazardous Substances" also includes, without llmitatlon, petroleum
and petroleum by-products or any fractlon thereof and asbestos.
lndebledness. The word "lndebtedness" means and includes without limltation all Loans, tog€ther wlth all other obllgatlons, debts and
liabilities of Borrower to Lender, or any ona or more of them, as well as all claims by Lender against Borrower, or any one or more of them;
whether now or hereafter exlsting, voluntary or involuntary, due or not due, absolute or contingent, liquidated or unliquidated; whother
Borrowor may be liable individually or Jointly with others; whoth€r Borrower may be obligated as a guarantor, surety, or otherwlss: whethor
recovory upon such indebtedness may be or hereafter may become baned by any statute of limitations; and whether such lndebtedness
may be or hereafter may become otherwise unenforceable.
Lender. The word "Lender'means ZB, N.A. dba Zions Flrst National Bank, its successors and asslgns.
Loan. The word "Loan" means any and all loans and financial accommodalions from Lender to Borrower whether now or heteaner
exlsting, and however evidenced, includlng wlthout limitation thos€ loans and financial accommodations described herein or described on
any exhlblt or schedule attached to this Agroemont from tlme to tlme.
Note. The word "Note" means the Note dated March 29, 2017 and execulsd by Cambridge Telephone Cornpany; and CTC Telecom, lnc. in
Loan No: 9002
BUSINESS LOAN AGREEMENT
(Gontinued)Page 10
the princlpal amount of $2,693,590.02, together wlth all renewals of, extenslons of, modifications of, rofinancings of, consolidations of,
and substilulions for the note or credit agre€ment.
Permltted Llens. The words "Permitted Liens" mean (1) llens and security interests securing lndebtedness owed by Borower to Lender;(2) liens for taxes, assessm€nts, or similar charges €ith€r not yet due or boing contested ln good falth; (3) liens of materialmen,
mechanlcs, warohousemen, or carrlers, or other like liens arising in the ordinary course of buslness and securing obligalions which are not
yet dellnquent: (4) purchase money liens or purchase rnoney security lnterests upon or in any property acquked or held by Bonowor in the
ordlnary c-ourse of businoss to secure lndebledness outstanding on the dale of this Agroomsnt or permitted to be incurred under the
paragraph of thls Agreement tilled "lndebtedness and Llens": (5) llens and securlty lnterests whlch, as of the dat6 of thls Agreement,
have been dlsclosed lo and approved by the Lender ln writlng; and (6) those lians and security lnterests which ln the aggregale constitute
an immalorial and lnsignificant monetary amount with respoct to tho net valuo of Bonowo/s assots,
Related Documents. The words "Related Documents" mean all promlssory notes, credlt agreements, loan agreements, environmenlal
agreem€nts, guarantles, securlty agre€ments, mortgages, deeds of trusl, security deeds, collateral mortgages, and all other instruments,
agreem€nts and documents, whether now or hereafler existlng, executed in connectlon with the Loan.
Securlty Agreemenl, The words "Security Agreement" mean and lnclude without limitation any agreements, promlses, covenants,
arrangements, understandings or other agreements, whether created by law, contract, or othemis6, €vldencing, governing, representing, or
croating a Seourlty lnterost.
Securlty lnlerest, The words "Security lnterost' mean, wlthout limltation, any and all types of collateral security, presenl and future,
whether in the form of a lien, charge, encumbrance, mortgage, deed of trust, securlty deed, assignment, pledge, crop pledge, chattel
mortgage, collaleral chatt€l mortgage, chaltel trust, factor's lien, equlpment trust, conditional sale, lrust receipt, lien or title retenlion
contract, lease or consignment intended as a security devico, or any other securlty or lien interest whalsoever whether created by law,
contract, or othorwise.
BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT AND BORROWER AGREES TOtrs TERMS, THIS BUSTNESS LOAN AGREEMENT 15 DATED MARCH 29,2017.
BORROWER:
CAMBRIDGE TELEPHONE COMPANY
4..-
Telephone Gompany
Rr.-
cTc TELECOM, tNC.
LENDER:
ZB, N,A. DBA ZIONS FIRST NATIONAL BANK
lldo.V,, l6t.1o!g Cq. Olrt US &rb ieor,6t?. dnbbi.h.d. . D O:@MMlElu@fC m.lm$ mtd
ilililtililmfiilffi 1rilililililililtffi ilfl lf fifiii1f rf rf ifiitiif iiiitiiiitiIiii.0zFN-030931 25%000PROMNOTE.
PROMISSORY NOTE
Borrower: CambrldgeTelephone Company
CTC Telecom, lnc.
130 N Superlor
Cambrldge, lD 83610
Lender:ZB, N.A. dba Zlons Flrst Natlonal Bank
Welser Flnanclal Genter
34 Easl Maln
Welser, lD 83672
Principal Amounl: $2,693,590.02 Date of Note: March 29,2017
PROMISE TO PAY. Cambrldge Telephone Company; and CTC Telecom, lnc. ("Borrower") lolntly and severally promlse to pay to ZB, N.A. dba
Zlons Flrst Natlonal Bank ("Lender"), or order, ln lawful money of the United States of Amerlca, tho prlnclpal amount of Two Mllllon Six Hundred
Nlnety-three Thousand Flve Hundred Nlnety & 021100 Dollars ($2,693,590.02), together wlth lnterort on the unpald prlnclpal balance from
March 29, 2017, calculated as descrlbed In the "INTEREST CALCULATION METHOD" paragraph using an interest rate of 4-SOOYo per annum
based on a year of 360 days, untll pald ln full. The lnterest rate may change under the terms and condltlons of the "INTEREST AFTER
DEFAULT" sectlon.
PAYMENT. Borower wlll pay thls loan ln 60 paymsnts of $50,301 ,76 each payment. Borrower's flrst payment ls due Aprll 29, 2017, and all
subsequont payments are due on the same day of each month after that, Borrower's final payment wlll be due on March 29, 2022, and will be
for all prlnclpal and all accrued lntorest not yet pald. Payments lnclude prlnclpal and lnterest. Unless otherwlse agreed or requlred by appllcable
law, payments wlll be applled flrst to any unpald collection costs; then lo any accrued unpald lnterest; and then to prlnclpal, Borrower wlll pay
Lender at Londer's address shown above or at such other place as Lender may doslgnate ln wrltlng.
INTEREST CALCULATION METHOD. lnterest on thls Nole ls computed on a 365/360 basls; that ls, by applylng the ratio of the lnterest rate
over a year of 360 days, mulllplled by the outslandlng prlnclpal balance, multlplled by lho actual numbor of days the princlpal balance ls
outstandlng. All lnterest payable under lhls Note ls computod using thls method. Thls calculatlon method results ln a hlgher effectlve lnterest
rate than the numerlc lnterest rate stated ln thls Note.
VARIABLE RATE FLOOR. Notwithstanding anything to the contrary herein, if the interest rate is calculat€d with any LIBOR or LIBOF/Swap rate
lndex plus a margin, then under no circumstances will the lndex be less lhan zero percont (0o/o) per annum. To the extent there is an interest
rate floor described in tha VARIABLE INTEREST RATE paragraph which is different than the lnterest rate floor described in this paragraph, then
the lnterest rate floor amount s6t forth in the VARIABLE INTEREST RATE paragraph shall be applicable. Under no circumstances will tho
interest rate on thls Note be less lhan zero percent (0%) per annum.
PREPAYMENT PENALTY. Borrower agrees that all loan fees and othor propaid finance charges are earned fully as of the date of the loan andwlll not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise requlred by law, Upon
prepayment of lhls Note, Lender ls sntllled to the followlng propaymsnt penalty: Borrower may pay up to ten percent (10%) of the orlglnal
pilnclpal balance each twelve months from the annlversary date ofthls Note without prepaymont fee ("Penalty Free Prepayment"). The Penalty
Free Prepayment ls noncumulatlve, Any addltlonal payments shall be subJect to a prepayment fee equal to ninety porcenl (90%) of the present
vatue of the dtfference between the Interest rate hereon and the lnterest chargsd by Lender at the tlme of prepayment for flxed rate loans wlth a
malurlty date equal to lhat hereof dlscounted at a ralo equal to lhe lnterest rate payable for a slmllar maturlty calculated at lhe llme of
prepayment. lf lhe lnlerest rate hereon ls less than that payabte at the tlme of prepayment, no prepayment wlll be assessed. Except for the
foregolng, Eonower may pay all or a podlon of the amount owed earllor than lt ls due, Early payments will not, unless agreed to by Lender in
writing, relieve Borrower of Borrower's obligafon to continue to make payments under the payment schedule. Rather, early payments will
reduce the principal balance due and may result in Borrower's making fewer payments. Borrower agrees not to send Lender payments marked
"paid in full", "without recours6", or similar language. lf Borrower sends such a payment, Lender may accept it without losing any of Lend6r's
rlghts under this Note, and Borrowor will remain obligated to pay any further amount owed to Lender, All wrltten communlcatlons concernlng
dlsputed amounts, includlng any check or other payment lnstrument that lndlcales that the paymont constltutes "payment h full" of the amount
owed or that ls tendered wlth other condltlons or llmltatlons or as full satlsfactlon of a dlspulod amount must be mallsd or dellvered to: ZB,
N.A. dba Zlons Flrst Natlonal Bank, P,O. Box25822 Salt Lake Clty, UT 84125-0822.
INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the interest rate on this Note shall be increased by 3.000
percentage points. However, in no event will tha interest rate exceed the maximum lnterest rate limitations under applicable law.
DEFAULT. Each of the followlng shall constitute an event of default ("Event of Default") under this Note:
Payment Default. Borrower fails to make any paymenl when due under this Note.
Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in
any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement
between Lender and Borrower.
Default ln Favor of Thlrd Partles. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or
sales agreement, or any other agroemont, in favor of any other creditor or person that may materlally affect any of Borrower's property or
Borrower's ablllty to r6pay thls Note or perform Borrowor's obligations under this Not6 or any of the related documents.
Envlronmontal Default, Fallure of any party to comply with or perform when due any term, obllgatlon, covenant or condltlon contalned ln
any envlronmental agreemenl executed in connection with any loan.
Falso Stalements. Any warranly, representation or stalement made or furnished to Lender by Borrower or on Borrower's behalf under this
Note or the related documents ls false or rnlsleadlng ln any materlal respect, elth€r now or at the tlmB made or furnished or becomes false
or misleading at any time thereafter.
lnsolvency. The dissolution or termination of Borrowe/s existence as a going business, the insolvency of Borrower, the appolntment of a
receiver for any part of Bonower's property, any assignrnenl for the benefit of creditors, any type of creditor workout, or tho
References in the boxes above are for Lender's use only and do not limit lhe applicability of this document to any particular loan or item.
Any item above containino 'r***'r has been omitted due to text longth limi(ations.
Loan No: 9OO2
PROMISSORY NOTE
(Continued)Page 2
commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower.
Credltor or Forfeiture Proceedlngs, Commencement of foreclosure or forfeiture proceedings, whether by judicial proceedlng, self-help,
repossesslon or any other method, by any creditor of Borrower or by any governmental agency against any collaleral securing lhe loan.
Thls includes a garnishment of any of Bonower's accounls, including deposit accounts, with Lender. However, this Event of Default shall
not apply lf thero is a good faith dispute by Borrower as to the valldity or reasonableness of the claim which is tho basis of the croditor or
forfeiture proceedlng and if Borrower gives Lender wrltten notlco of the creditor or forfelture proceeding and deposlts wlth Lendor monles or
a surely bond for the creditor or forfelture proceeding, in an amount determined by Lender, ln its sole discretion, as being an adequate
reserve or bond for the disputo.
Events Affectlng Guarantor. Any of the preceding events occurs wlth respect to any Guarantor of any of the indebtedness or any
Guarantor dles or becomes lncompetent, or revokes or disputes the validity of, or liabllity under, any gualanty of the lndebtedness
evidenced by this Note.
Change ln Ownershlp, Any chango in ownership of twenty-five percenl (25%l or more of the common stock of Borrower.
Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender belleves the prospect of payment or
performance of thls Note is impalred.
lnsecurlty. Lender in good falth believes itself insscure.
Cure Provlsions. lf any default, other lhan a default ln payment, is curable and if Borrower has not been given a notice of a breach of lhe
same provision of this Note wilhin tho precedlng twelve (12) months, lt may be cured if Borrower, after Lendor sends written notico to
Borrower demanding cure of such default: (1 ) cures the default within fifleen (15) days; or (2) lf the cure requlres more than fifteen (15)
days, immediately lnltlates steps whlch Lender deerns in Lender's sole discretion to be sufficient lo cure the default and thereafter
continues and completes all reasonable and necessary steps sufficlent to produce compliance as soon as reasonably practlcal.
lNVOlclNG INTEREST AFTER DEFAULT, When the interest rate payable under thls Note has been lncreased under ths soction abov€ entitled
"lnteresl Afler Default," Lender may invoice Borrower for a single amount of accrued interest lhat reptosents the sum of both (i) accrual under
the interost rato appllcable in the absence of default ("ordinary intorost"), and (ii) additional accrual resulting {rom the default and interest rate
increase ("default lnterest"), Alternatlvely, in Londor's sole dlscretlon, Lender's lnvolce may ldentlfy the ordlnary lntsrest and default interest as
separate amounts. Lende/s invoice may caption default lnterest as "Late Charges" or the like, but said amount shall in all respects constitute
lnterest.
LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance undor this Noto and all accrued unpaid lnterest
immediately due, and then Borrower will pay that amount.
ATTORNEYS' FEES; EXPENSES. Lender may hire or pay sorneone else to help collect thls Note if Borrower does not pay. Borrower will pay
Lender that amount. This lncludes, subJect to any llmits under applicable law, Lender's reasonable attorneys' fees and legal expenses, whethsr
or not thore is a lawsuit, including without limltation all reasonable attorneys' fees and legal expenses for bankruptcy proceedlngs (including
efforts to modifu or vacato any automatic stay or lnJunction), and appeals. lf not prohibited by applicable law, Borrower also will pay any court
costs, in additlon to all other sums provided by law.
GOVERNING LAW, Thls Note wlll be governed by federal law appllcable to Lender and, to the ex(ent not preempted by federal !aw, the laws of
the Stale of ldaho wllhout regard to lts conllicts of law provlslons. Thls Note has beEn accepted by Lender ln the State of ldaho.
CHOICE OF VENUE. lf there is a lawsuit, Borrower agrees upon Lender's requ€st to submit to the jurisdlction of the courts of Ada County, State
of ldaho.
DISHONORED ITEM FEE. Borrowerwlll pay a fee to Lender of $15.OO if Borrower makes a payment on Borrower's loan and lhe check or
preauthorlzed charge with which Bonower pays ls later dlshonored.
RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether
cheoking, savings, or some other account). This includos all accounts Borower holds Jointly with someone else and all accounts Borrower may
open ln the future. However, thls does not lncludo any IRA or Keogh accounts, or any trust accounts for whlch setoff would be prohlbltod bylaw. Borrower authorlzes Lender, to the exlent permitted by applicable law, to charge or setoff all sums owing on the indobtadness against any
and all such accounts, and, at Lender's option, to adminislratively freeze all such accounts to allow L€nder to protect L€nder's charge and setoff
rlghts provided in thls paragraph.
DISPUTE RESOLUTION. Thls sectlon contalns a Jury walver, arbitratlon clauso, and a class actlon waiver. READ lT CAREFULLY.
Thls dlspute resoluUon provlslon shall supersede and replace any prlor "Jury Walver," "Judlclal Reference," "Class Actlon Walver,"
"Arbltratlon," "Dlspute Resolullon," or slmllar alternatlve dlspute agreement or provlslon between or among the partles.
JURY TRIAL WAIVER; CLASS ACTION WAIVER. As permltted by appllcable law, each parlv walves lhelr resoectlve rlghts to a lrlal before a
lury ln connecllon wlth any Dlsoute (as "Disputo" is horeinafter defined), and Disputes shall be rosolv€d bv a ludoe sltting wlthout a lury. lf a
court dotermines that thls provision is not enforceable for any reason and al any time prlor to lrlal of the Diepute, but not later than 30 days
after entry of th€ order determlnlng lhls provlslon ls unEnforceable, any party shall be entitled to movo the court for an order comp€lling
arbitraflon and staying or dismissing such litlgation pendlng arbitration ('Arbitration Order"). lf permitted by applicable law, each partv also
walves the rloht (o llllgate ln court or an arbltratlon proceeding anv Dlspute as a class actlon. elther as a member of a class or as a
reDresentatlve. or to acl as a prlvate attornev general.
ARBITRATION. lf a claim, dlspute, or controversy arises behileen us wlth to this Agreemont, related
applicable law or by a court, any of us may require that the Dispute be
by before a slngle request of any
Arbitratlon shall be commenced by filing a pettlon wlth, and ln accordance wlth the appllcable arbitrauon rules of, JAMS or National Arbltration
Forum ("Adminlslrator") as sel€cted by the initiating party. lf the parties agree, arbitration may be commenced by appointment of a licensed
attorney who is selected by the parties and who agrees to conduct the arbitration wlthout an Adminlstrator. Disputes lnclude mafters (i) relatlng
to a deposlt account, application for or denial of credlt, enforcement of any of the obligations we hav6 to each other, compliance with applicable
laws and/or regulations, porformanco or services provlded under any agreement by any party, (ii) based on or arising from an alleged tort, or (lli)
lnvolving either of our employees, agents, afflliates, or assigns of a party. Ho\,vever, Dlspules do not lnclude the valldlty, enforceablllty,
meaning, or scope of thls arbitration provision and such matters may be determined only by a court. lf a thlrd party ls a party to a Dispute, we
each will consent to Including the third party in the arbitration procoeding for resolving the Dispute with the third party. Venue for the
and gdLlf a jury
blnding arbihation
walver is not permitted by
arbitrator at the
PROMISSORY NOTE
(Continued)Page 3Loan No: 9002
arbitration proceedlng shall bo at a location determined by mutual agreement of the parties or, if no agreement, in the city and state where
lender or bank ls headquartered.
After entry of an Arbltration Order, th€ non-movlng party shall commence arbitration. The moving party shall, at lts dlscretlon, also be entltled
to commence arbitration but ls under no obligation to do so, and the moving party shall not in any way be adversely prejudiced by electing nol to
commence arbitratlon. The arbitrator: (i) will hear and rule on appropriato dispositlve motions for Judgment on the pleadings, for fallure to state
a dalm, or for full or partral summary Judgment; (ii) will render a declslon and any award applying applicable law; (ili) will give offect to any
limitations perlod in determinlng any Oispute or defense; (iv) shall enforce the doctrines of compulsory counterclaim, res ludicata, and collateral
estoppel, lf appllcable; (v) wlth regard to motlons and the arbitration hearing, shall apply_rules of evldence governing civil cases; and (vi) will
apply'the law of the stdt6 specified in the agreement giving rise to the Dispute. Filing of a petition for arbitration shall nol prevent any party
from (i) seeklng and obtaining from a court of competent jurisdictlon (notwithstanding ongoing arbitration) provislonal or ancillary remedles
including but not limited to injunctive rellef, property preservation orders, foreclosure, eviction, attachment, replevln, garnishment, and/or the
appolntmenl of a recoiver, (ii) pursulng non-judiclal foroclosure, or (iii) avalling ltself of any self-help remedies such as setoff and repossession.
Th€ oxerclso of such rights shall not constltute a walver of the right to submit any Dispute to arbitratlon.
Judgment upon an arbitratlon award may be entered ln any court havlng Jurlsdlctlon except that, lf the arbitratlon award sxceeds $4,000,000,
any party shall be entitled to a d6 novo appeal of the award before a panel of three arbitrators. To allow for such appeal, if the awatd (including
Adminislrator, arbitrator, and attorney's fees and costs) exceeds $4,000,000, the arbilrator will issue a writlen, reasoned decision supporting
the award, lncluding a staternent of authority and its application to the Dispute. A request for d6 novo appeal must b€ filed wlth the arbitrator
wlthln 30 days followlng the date of the arbitralion award; lf such a request is not made wlthln lhat time period, the arbitration decislon shall
become flnal and blndlng. On appeal, tho arbitrators shall review the award do novo, meanlng that they shall reach their own findings of fact
and concluslons of law rather than deferring in any manner to the original arbltrator. Appeal of an arbitration award shall be pursuant to the
rules of the Admlnistrator or, lf the Administrator has no such rules, lhen the JAMS arbilration appollato rules shall apply.
Arbitration under this provlslon concems a transaction lnvolvlng interstato commerce and shall be governed by tho Fedoral Arbitration Act, 9
U.S.C. sec. 1 €t seq. Thls arbitration provision shall suNive any termination, amendment, or explratlon of thls Agreoment. lf the terms of this
provision vary from the Adminlstrato/s rules, this arbitration provision shall control.
RELIANCE, Each party (i) certifies lhat no one has represented to such party that the other party would not seek to enforce jury and class
actlon walvers in the event of suit, and (il) acknowledges that it and the other party have been lnduced to enter into this Agreement by, among
olher things, the mutual waivers, agreomonts, and certifications in this section.
ON.LINE BANKING - ADVANCES. From tlme to tlma, Lender may (but shall not be required to) permit advances to be requested or drawn
through lts onllne banking wobslte. Lender may lmpose and change limltations on online advanco roquests, such as minlmum or maxlmum
advanoe dollar amounls, and the types of accounts inlo which advanc€s may b6 transf€rred. Whether onllne advances are permitted, and
Lender's appllcablo terms and restrictlons if such advances are permitled, will be reflected in the features available online when a user logs into
the onllne banklng webslte.
ON.LINE BANKING - LOAN PAYMENTS. From tlme to tlms, Lender may (but shall not be requked to) pormit loan payments to be made through
its online banklng webslte. Lender may lmpose and changa limitations on maklng onllne loan payments, such as minimum or maximum payment
amounts, the types of accounts from which loan payments may be made, and the types of paymenls that may be mado onlino (i.e., ordinary
installment payments, principal{nly paymsnts, or othor types of payments). Whother onlino payments are permltted, and Lender's appllcablo
terms and restrictlons lf such payments are permltted, will be reflected in the features available online when a user logs into the onllne banking
website.
WAIVER OF DEFENSES AND RELEASE OF CtAlMS. The underslgned hereby (l) represents that nelther lhe underslgned nor any afflllate or
prlnclpal of lhe underslgned has any defenses to or setoffs agalnst any lndebtedness or other obllgatlons owlng by the underslgned, or by the
underslgned'c afflllates or prlnolpals, to Londer ol Lender's afflllates (the "Obllgatlons"), nor any clalms agalnst Lender or Lender's afflllates for
any matter whaboover, related or unrolated to tho Obllgatlonsr and (ll) roloasos Lender and Lender's afflllates, ofllcsrs, dlrectors, employees and
agenle from all clalms, causes of acllon, and costs, ln law or equlty, known or unknown, whether or not matured or conllngent, exlstlng as of
the date hereof that the underslgngd has or may have by reason of any mallor of any concelvable klnd or character whatsoever, related or
unrelated to the Obllgatlons, lncludlng the subJect mattor of thls Agreement. Tho forogoing release does not apply, however, to claims for future
performance of express contractual obllgations ihat mature after the date hereof that are owing to the undersigned by Lender or Lender's
afrlllat€s. As used ln this paragraph, the word "underslgned" do€s not include Lender or any individual signing on behalf of Lender. The
undersigned acknowledges that Londer has been lnduced to onter lnto or continue the Obligations by, among other things, the walvers and
releases in this paragraph.
CREATION OF TRUSTS, ANO TRANSFERS TO TRUSTS. Nelther Borower nor any Guarantor shall croate as settlor any trust, or transfor any
assets into any trust, without giving written notice to Lender at least ninety (90) days prior to such creation or transfer. That notice shall
describs in reasonable delail tho tru6t to be created and/or tho asset transfer to be made. Failure by any such settlor to provide that notice shall
be an event of default under thls lnstrument and the Loan.
Neither Borower nor any Guarantor shall create as settlor any actual or purportod spendthrlft trust, asset protection trust or any other trust
intended by its terms or purpose (or having the effect) to prot€ct assets from credilors or to limit the rights of existing or future creditors (an
'Asset Proteclion Trusf') wlthout the prior writlen consent of Londer. Lender may withhold that consent in its sole discretion. Creation of any
Asset Protection Trust, and each transfer of assets thereto, by any such setllor without Lender's prior written consent:
(a) shall be an event of default under this instrumont and the Loan,
(b) shall have the effect of, and shall be deemed as a matter of law, rogardless of that settlor's solvency, of having been made by that
settlor with tha aclual intent of hindering and delaying and defrauding Lender as that settlor's creditor, and
(c) shall constitute a fraudulonl transfer that is unenforcoablo and vold (not merely voidable) as against Lender,
With respect to each such fraudulsnt transfer, Lender shall have all the rlghts and r€medlos provlded by state fraudulent transfer laws, or
otherulse provided at law or equlty. Lender shall have the right to obtain an ex parto court order directlng the trustee of the Asset Prolection
Trust to glve Lender written notlce a reasonable tim6 (of no less than ten businoss days) prior to making any distribution from said trust.
Nothlng in this paragraph shall limit or affect any rlghts or remodies otherwise provided to Lender by law, equity or any contract.
DOCUMENT IMAGING. Lender shall be entitled, ln lts sol€ discrotaon, to image or make coples of all or any selectlon of the agreements,
instruments, documonts, and items and records governing, arislng from or relatlng to any of Borrower's loans, lncluding, without limitation, this
document and the Related Documents, and Lender may destroy or archlve the papor originals. The parties hereto (l) waive any right to insist or
require that Lender produce paper orlglnals, (ll) agree that such images shall be accorded the same force and effect as the paper orlglnals, (iii)
agree lhat Lender ls entitled to use such images ln lleu of dostroyed or archived originals for any purpose, including as admissible evidence in
any demand, presentmsnt or other proceedlngs, and (iv) further agree that any execut€d facsimile (faxed), scanned, or other imaged copy of thls
document or any Related Document shall be deemed to be of the same force and effecl as the original manually executed document.
REPORTING NEGATIVE INFORMATION. We (Lender) may report information about your (Borrower's) account lo credit bureaus. Late payments,
Loan No: 9002
PROMISSORY NOTE
(Continued)Page 4
mlssed payments, or other defaults on your account may be reflected ln your credit report.
SUCCESSOR INTERESTS. The terms of this Note shall be bindlng upon Borrower, and upon Borrower's heirs, personal representatlves,
successors and asslgns, and shall lnure to the benefit of Lender and its successors and assigns.
GENERAL PROVISIONS. lf any part of thls Note cannot be enforced, this fact wlll not affect the rest of the Note. Lender may delay or forgo
enforclng any of lts rlghts or remedies under this Nole without loslng them. Each Bonower understands and agrees that, with or without notice
to Borrower, Lender may with respeot to any other Borrower (a) make one or more additional secured or unsocurod loans or othenvise extend
addltlonal credlt; (b) altsr, compromise, renew, ext€nd, aoc€lerate, or otheMise change one or more tlmes th€ tlm€ for payment or other t6rms
of any indebtedness, including increases and decreases of the rate of interest on the lndebtedness; (c) exchange, enforce, waive, subordinate,
fail or decide not to perfect, and release any security, wlth or without the substitution of new collatoral; (d) apply such security and direct the
order or manner of sale thereof, including without limilation, any non-judiclal sale permilted by the terms of the mntrolllng security agroements,
as Lender in its discretion may determine; (e) release, subslltute, agree not to sue, or deal with any one or moro of Borrower's sureties,
endorsers, or other guarantors on any terms or ln any manner L€nder may choose; and (0 det€rmine how, when and what appllcatlon of
paymonls and credits shall be mado on any other lndebtEdness owing by such other Borrower. Borrower and any other person who signs,
guarant€es or endorses this Note, to the extent alowed by law, waive presentment, demand for payment, and notioe of dishonor, Upon any
change ln the terms of thls Note, and unless othemlse expressly stated ln writing, no party who slgns this Note, whether as maker, guarantor,
accommodation makor or endorser, shall bs rsleased from llabllity. All such parties agreo that Londer may renew or extend (repeatedly and for
any length of tlme) thls loan or release any party or guarantor or collateral; or lmpalr, fall to reallze upon or perfect Lender's security interest in
the collateral; and take any other actlon deemed n€c€ssary by Lender without the consent of or notice to anyone. All such parties also agree
that Lender may modlfu this loan without the consent of or notico to anyone olher than the party with whom the modification is made. The
obllgations under this Note are jolnt and several.
PRIOR TO SIGNING THIS NOIE, EACH BORROWER READ AND UNOERSTOOD ALL THE PROVISIONS OF THIS NOTE. EAGH BORROWER
AGREES TO THE TERMS OF THE NOTE.
BORROWER ACKNOWLEOGES RECEIPT OF A COMPLETEO COPY OF THIS PROMISSORY NOTE.
BORROWER:
CAMBRIDGE TELEPHONE COMPANY
Rlctard A. Wigglns, Prcsldent of gambrldge
Telephone Company
cTc TELECOil!, tNC.
Ru.
Letu,Vr, ioa,rooB cqi D18 u6 6l&h reaT! &r7, a ft/ghbh..hd_ - D o@s{t\cnt8sr.fc fr.r@€ m.!a4
RECORDATION REQUESTED BY:
ZB, N.A- dba Zions Firgt National Brnk
V[elser Flnancial Centcr
34 East Maln
wcls.r, lD 83672
WHEN RECORDED MAIL TO:
ZB, N.A. dba Zlons FlrBt Nadonal Bank
Enterprlse Loan operations UI RDWG'1970
PO Box 25007
salt Lake clty, uT 84125.tX107
lnstrument # 130748
couNcrL, ADAnqDAHota9-io17 04:1(h1CPM No.of
Recorded ror : TIIUBSRUNE
SHERRYWARD
Ex4ttlcio RecordsrH.r to: DEEO OF TRUSI
Pages 12
& ESCROW
43.00
GO^^E IQAE TUIQ I INE lG EaD DCF60nEb.a rted aNt V
DEED OF TRUST AND FIXTURE FILING
THI$ DEED OF TRUST ls dated March 29, 2017, among Cambridge Telephone Gompany Inc., whose address is
{30 N Superio6 Gambridge, lD 83610 as to Parcels 1 & 3; Cambridge Telephone Company, lnc., whose address
ls 130 N Superior, Cambridge, lD 836{0 as to Parcels 2 & 5 and Cambrldge Telephone Company, whose address
is 130 N Superlor, Cambridge, lD 83610 as to Parcel 4 ('Grantof); ZB, NA. dba Zons Flrst National Bank, whose
addregg is Weiser Financial Center, 34 East Main, Welser, lD 83672 (referrcd to below sometimes as'Lender" and
sorneflmes as "Beneficiary); and Timberline Title and Escrow, lno., whose address is P.O. Box 6, Council, lD
83612 (r€fered to below ac *Tru6tee"l.
CoNVEYANCE AND GRAllT. For valuablc conrlderntloo Gnntor docc hcrcby lrrcvocably granl, bargain, rcll and convoy ln trust, wfth porver of
sah, to Trustoo for the bcncfit of Lcnder as Bencfielary, all of Grantor'e rlglrt, tltle, and lnterest ln and to lhe follorlng described real property.
together wfth all existing or subsequenfly erec*€d od affixed bultdlngs, lmprcvements and fbdures; all easaments. rights of way. and
appurtonances: all water. $rater dglns and dltctr righE 0ncluding stock in utllities wlth ditch or tflgatlon rlghts); and all olher righ.ts, rolglti$,
and profits rel€ting to lfie l€al property, includtng without lhitatlon atl mln€rals, oil, gas, geolhermal and eimlhr rnatteo, (the "Real
Property") located ln Adams Gounty' State of ldaho;
Sse the exhlblt or other descdption document which ls attached lo this Deed of Trust and made a part of this
Deed of Trust as if fully set forth herein
The Real Property or lts address ls comrnonly known as Parcel 1 & 2: 1338 Old 95 Road, Mesa, lD 83643;
Parcel 3: 108 Mqser Avenue, Gouncll, lD 83612; Parcel 4; 44Ol Klelnschmldt Ctprum, lD 83612; Parcel 5:
911 lndian Valley Road; lndian Valley, lD 83632. The 'Real Property tax identification number is
RP15N01Wl53800A; RPl5N01WI537004; RPC0060005009AA; RP20N03W170500A; RPl4N01W038520A.
CROS$COLLATERALIZATION. ln addltlon to th€ Note, thls D€ed of Trust secilrss all obligatons. debt6 and llabllltles, plrJs lnlerest thereon, ol
elther Granbr or Bonower to Lender, or any one or more of ttpm, as wel as all clalms by Lrnder against Bono rer and Grantor or arry one or
more of ltrerr\ whether now €xbting or hereafter arising, ulhether related or unrElatad to the purpos€ of the Note, wfiether voluntary or
otherwlse, whether due or not due, direct or indlrec( determlned or undetermlned, absolute or contingent liquidated or unliquidated, whother
Bonrwer or Grantor may be llable lndMdually or jointly with others, whether obligated as guarantor, surety, accommodation party or otherwise,
and whgther recovery upon such amounts may be or herri:aftar may become barred by any statute of limllations. and whether the obligation to
repay sudr amounts may be or hereafier may becorne othenvlse unenforceable.
Grantor presenlly sssigns to Lender (also knourn as Benefic'ary in lhis Deed of Trust) al of Granto/s right, tltle, and lnteresl in and lo all present
and funrr€ loases of the Property and all Rents from the PropBrly. ln addltlon, Grantor grants io Lander e Uniform Comm€rclal Code securlty
interest in the Personal Property and RentB.
THIS DEED OF TRUST, INCLUDING THE ASSIGNMENT OF RENTS AI.ID THE SECUR]TY INTEREST IN THE RENTS AND PERSONAL PROPERTY,
E GTVEN TO SECURE (A) PAYMENT OF TtIE INOEBTEDNES€ AI{O (BI PERFORMANCE OF ANY AND ALL OBLIGATIONS UNOER'THE DEED
OF TRUST, THIS DEED OF TRUST IS GIVEN AND ACCEPTED ON THE TOLLOWNG TERMS:
GRANTOR'S REPRESEMIATONS ANO WARRAI'mES. Grantor wanants that (a) thls Deed of Trust ls ex€cutod at Borrowe/s request and not
at tho rcquest of Lender; (b) crantor has the futl power, fight, and authorlty to entor lnto thls Deed of Trust ard to hypottEcate the Propert),:
(c) th6 provblons of thls oeed of Trust do not confllct wlth, or result ln a d€feult under any ago€ment or ofi€r lnstrument bhdlng upon Grantor
and do not re8ult ln a violation of any law, regulation, court d€creo or otdor applicablE to Grantor; (d) Grantor has establiehed adequate mears
of obkinlng frorn Boflower on a continulng basis lnformatlon about Bonower's financlal condltion; and (e) lsnder has made no representatlon
to Grantor about Bonower (including without limttation tho croditworlhlness of Bonower).
GRANTOR'S WANERS. Grantor waives atl righb or defuns8 arlsing by reason of any 'one aolion" or "antl{eficlenqf law. or any other law
whlch may prevent Lender from bringlng any adion against Granlor, lncludlng a clalm br daflciency to th6 oxtent Lender ls otherwlse entltled to
a clalm for d€llclency, before or after Lend€ds @mtn€ncement or completlon of any foreclosure actlon, elther Judlc,ally or by exerdse of a
poller of eale.
PAYMEI,II AND PERFORMAT,ICE. Except as otherwlse provid€d in thls Dead of Trust, Borrowar and Grantor ehall pay to Lender all lndebtedn€ss
seoured by lhis Deed of Tru6t as it becomes due, and Borower and Grantor shall stictly perform all thoir rospeolive obligations undsr th6 Note,
thb Deed ofTrus! and tre Related Doouments.
RECORDATION REQUESTED BY:
ZB, N.A. dba Zons First National Bank
Weiser Flnancial Center
34 East Maln
Welser, lD 83672
WHEN RECORDED MAIL TO:
ZB, N.A, dba aons FlEt Natlonal Eank
Enlerprlse Loan Oporatlons UT RDWG 1970
PO Box 25007
Salt Lake Clty, UT 84125-0007
DEED OF TRUST AND FIXTURE FILING
THIS DEED OF TRUST is dated March 29, 2017, among Cambridge Telephone Company lnc., whose address is
130 N Superior, Cambridge, lD 83610 as to Parcels 1 & 3; Cambridge Telephone Company, lnc., whose address
is 130 N Superior, Cambridge, lD 83610 as to Parcels 2 & 5 and Cambridge Telephone Company, whose address
is 130 N Superior, Cambridge, lD 83610 as to Parcel 4 ("Grantor"); ZB, N.A. dba Zions First National Bank, whose
address is Weiser Financial Center, 34 East Main, Weiser, lD 83672 (referred to below sometimes as "Lender" and
sometimes as "Beneficiary"); and Timberline Title and Escrow, lnc., whose address is P.O. Box 6, Council, lD
83612 (referred to below as "Trustee").
CONVEYANCE AND GRANT. For valuable consldoratlon, Grantor does hereby lrrevocably grant, bargain, sell and convey ln trust, with power of
sals, to Trustee for the benefit of Lander aa Beneficiary all of Grantor's right, title, and interest in and to the following describod real property,
together with all e{sllng or subsequently erected or afftxed buildings, improvements and fixtures; all easements, rights of way, and
appurtenancos; all water, water rights and ditch rights (including stock in utilatias with ditch or inigatlon rights); and all other rights, royalties,
and proflls relating to the real property, including without limitatlon all minerals, oil, gas, goothsrmal and similar matters, (the ''Real
Property") located in Adams County, State of ldaho:
See the exhibit or other description document which is attached to this Deed of Trust and made a part of this
Deed of Trust as if fully set forth herein.
The Real Property or its address is commonly known as Parcel 1 & 2: 1338 Old 95 Road, Mesa, lD 83643;
Parcel 3: 108 Moser Avenue, Council, lD 83612; Parcel 4: 4401 Kleinschmidt, Cuprum, lD 83612; Parcel 5:911 lndian Valley Road, lndian Valley, lD 83632. The Real Properly tax identification number is
RPl5N01Wl53800A; RP15N01Wl53700A; RPG0060005009AA; RP20N03W170500A; RP14N01W038520A.
CROSSCOLLATERALIZATION. ln addition to the Note, this Daed of Trust secures all obligalions, debts and liabilities, plus interest thereon, of
either Grantor or Borrower to Lender, or any one or more of them, as well as all claims by Lender against Borrower and Grantor or any one or
more of them, whether now existing or hereafter arising, whether related or unrelated to the purpose of the Note, whether voluntary or
otherwise, whether due or not due, direct or indirect, determined or undetermined, absolute or contingent, liquidated or unliquidated, whether
Borrower or Grantor may be llable Indlvidually or iointly with others, whether obligated as guarantor, surety, accommodation party or otherwise,
and whether r€covery upon such amounts may be or hereafter may become barred by any statute of limitations, and whethor the obligation to
repay sucfi amounts may be or hereafter may become otherwise unenforceable.
Grantor presently asslgns to Lender (also known as Beneficiary in this Deed of Trust) all of Grantor's righl, title, and interest in and lo all present
and tuture leaEes of the Property and all R6nts from the Property. ln addition, Grantor grants to L€nd€r a Uniform Comrn€rcial Code security
interest in the Personal Property and Ronb.
THIS DEED OF TRUST, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERW,
ts GtvEN To sEcuRE (A) PAYMENT OF THE INOEBTEONESS AND (Bl PERFORMANCE OF ANY AND ALL OBLTGATTONS UNDER TH|S DEED
OF TRUST. THIS DEEO OF TRUST IS GIVEN ANO ACCEPTED ON THE FOLLOWING TERMS:
GRANTOR'S REPRESENTATIONS AND WARRANTIES. Grantor wanants that: (a) this Deed of Trust is executed at Borrower's request and not
at the request of Lender; (b) Grantor has fl1e full power, right, and authority to enter into this Deed of Trust and to hypothecate the Property;
(o) the provisions of this Deed of Trust do not conflict with, or result in a dofault under any agreement or other instrument binding upon Grantor
and do not result in a violalion of any law, regulation, court decree or order applicable to Grantor; (d) Grantor has established adequate means
of obtaining from Bonower on a continuing basis information about Borrower's financial condition; and (e) Lender has made no representation
to Grantor about Borrower (including without limitation the cr€ditworthin6s8 of Borrower).
GRANTOR'S WAIVERS, Grantor waives all rights or defenses arising by reason of any "one actionn or "anti-deficiency" law, or any other law
which may prevent Lender from bringing any action against Grantor, including a claim for deficiency to the e),itent Lender is otherwise entitled to
a clalm for deflciency, before or after Lende/s commencement or completion of any foreclosure action, elther judlcially or by exercise of a
power of sale,
PAYMENTAND PERFORMANCE. Except as otherwise
secured by thls Deed of Trust as lt becomes due, and
this Deed of Trust and the Related Documents.
in this Deed of Trust, Borrower and Grantor shall pay to Lender all lndebtedness
and Grantor shall strlclly perform all their respective obllgatlons under the Note,
provided
Borrower
Loan No: 9OO2
DEED OF TRUST
(Continued)Page 2
POSSESSION AND MAINTENANCE OF ItlE PROPERTY. Bonower and Grantor agree that Borrower's and Grantor's possession and use of the
Property shall be governed by the following provisions:
possession and Usa, Untll the occurrence of an Event of Default, Grantor may (1) remaln ln possession and control of the Property; (2)
use, operate or manags the Property; and (3) collect the Rents from the Property. The following provisions relate to the use of the
Property or to othor llmltations on the Property. THE REAL PROPERTY lS NOf MORE THAN EIGHTY (80) ACRES AND lS NOT
PRINCIPALLY USED FOR THE AGRICULTURAL PRODUCTION OF CROPS, LIVESTOCK, DAIRY OR AQUATIC GOODS. OR IS NOT MORE
THAN FORry (40) ACRES REGARDLESS OF USE, OR lS LOCATED WrrHlN AN INCORPORATED ClrY OR VTLLAGE.
Dug to Malntaln. Grantor shall maintain the Property in tenantable condition and promptly perform all repalrs, replacements, and
maintenance ne@ssary to preserve its value.
Compliance Wlth Environmontal Laws. Grantor represents and warrants to Lender that (1) During the period of Grantor's ownership of
the Property, there has been no use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous
Substance by any person on, under, about or from the Property; (2) Grantor has no knowledge of, or reason to believe that there has
been, except as prevlously disdosed to and acknowledged by Lender in writing, (a) any breach or violation of any EnMronmental Laws,(b) any use, generation, manufacture, storage, troatment, disposal, release or frroatsned roloase of any Hazardous Substance on, under,
about or from lhe Property by any prior owners or occupants of the Property, or (c) any actual or threatened litigation or claims of any
klnd by any person relating to such matters; and (3) Except as previously disclosed to and acknowledged by Lender in writing, (a) nelther
Grantor nor any tenant, contractor, agent or other authorized user ofthe Properly shall use, generate, manufacture, store, treat, dispose of
or release any Hazardous Substance on, under, about or from the Property; and (b) any such activity shall be conducted in compliance
with all applicable federal, stale, and local laws, regulations and ordinances, including without limitation all Environmental Laws. Grantor
authorizes Lender and its agents to enter upon the Property to make such inspections and tests, at Granto/s expense, as Lender may deem
appropriate to determine compliance of the Property with this section of the Deed of Trust. Any inspections or tests made by Lender shall
be for Lender's purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Grantor or to any
other person. The representations and warranties contained herein are based on Grantor's due diligence in investigating the Property for
Hazardous Substances. Grantor hereby (1) releases and waives any future claims against Lender lor indemnity or contribulion in lhe
ev6nt Grantor becom€s liabl€ for clsanup or oth€t costs under any such laws; and (2) agre€s to indemniff, def€nd, and hold harmless
Lender againsl any and all claims, losse6, liabilities, damages, penaltes, and expenses which Lender may directly or indlrectly sustain or
suffer resulting from a breach of this s€ction of the Deed of Trust or as a @nsequence of any use, generation, manufacture, storage,
dlsposal, release or threatened r€loase occurring prior to Granto/s ownership or lnterest ln th€ Property, whether or not the same was or
should hav€ been known to Grantor. The provislons of this section of the Deed of Trust lncludlng th€ obligation to lndemnify and defend,
shall survive the payment of the lndebtedness and tho satisfuction and reconveyance of the lien of this Deed of Trust and shall not be
affected by Lender's acquisition of any interest in the Property, whether by foreclosure or otherwise.
Nulsance, Wasle. Grantor shall not cause, conduct or p€rmit any nulsance nor commit, permit, or suff€r any stripplng of or waste on or to
th€ Property or any portlon of th€ Prop€rty. Without limiting the generality of the foregoing, Grantor wlll not remove, or grant to any other
party the right to remove, any timber, minerals (including oil and gas), coal, clay, scoria, soil. gravel or rock products without Lender's prior
written consent.
Removal of lmprovements. Grantor shall not demolish or remove any lmprovements from the Real Property without Lender's prior written
consent. As a condition to the removal of any lmprovements, Lender may require Grantor to make anangements satisfactory to Lender to
replace such lmprovements with lmprovements of at least €qual value.
Lender's Right to Enter. Lender and Lender's agents and representatives may enter upon the Real Property at all reasonable times to aftend
to Lender's interests and to inspect the Real Property for purposes of Grantods compliance with the terms and conditions of this Deed of
Trust.
Compllance with Governmental Requirements. Grantor shall promptly mmply with all laws, ordinances, and regulations, now or hereafter
in effect, of all govemmental authorities applicable to the use or occupancy of the Property, including without limitation, the AmericansWith Disabilities Act. Grantor may contest in good faith any such law, ordinanoe, or regulation and withhold compliance during any
proceeding, including appropriate appeals, so long as Grantor has notified Lender in writing prior to doing so and so long as, in Lender's
sole opinion, Lende/s interests in the Property are not ieopardized. Lender may require Grantor to post adequate security or a surety bond,
reasonably satisfactory to Lender, to protect Lende/s interest.
Duty to Protect. Grantor agrees neither to abandon or leave unaftended the Property. Grantor shall do all olher acts, in addltlon to those
acts s€t forth above in this secuon, which from the character and us€ of th€ Property are reasonably necessary to protect and preserve the
Property.
DUE ON SALE - CONSENT BY LENDER. Lender may, at Lender's option, declare immediately due and payable all sums secured by thls Deed of
Trust upon tho sale or transfer, without Lende/s prior written mnsent, of all or any part of the Real Propsrty, or any interest in the Real
Properly. A "sale or transfer" means the convEyance of Real Property or any right, title or interest in the Real Proporty; whether legal, beneficial
or equitable; whether voluntary or lnvoluntary; whether by outright sale, deed, installment sale contracl, land contract, contract for deed,
leasehold lnterest wlth a term greater than three (3) years, lease-option conract, or by sale, assignment, or transfer of any beneflcial lnterest ln
or to any land trust holding titl€ to the Real Property, or by any other method of conveyance of an interEst in the Real Property. lf any Grantor is
a corporation, partnership or llmited liability oompany, transfer also includes any change in ownership of more than twenty-five percent (25%) of
the voting stock, partnership interests or limited llabillty company lnterests, as the case may be, of such Grantor. However, this option shall not
be exercised by Lendsr if such exercise is prohiblted by federal law or by ldaho law.
TAXES AND LIENS. The following provisions relating to the taxes and liens on the Property are part of this Deed of Trust:
Payment. Grantor shall pay when due (and in all events prior to delinquenry) all taxes, special taxes, assessmenls, charges (including
water and sewer), fines and impositions l€visd against or on account of tfie Property, and shall pay when due all claims for work done on or
for services rendered or material furnished to the Property. Grantor shall maintain the Property free of all liens having priority over or equal
to the interest of Lender under this Deed of Trust, except for the lien of taxes and assessments not due and except as otherwise provided
in thls Deed of Trust.'
Rlght to Gontest. Grantor may withhold payment of any tax, assessment, or claim in connection with a good faith dispute over the
obligation to pay, so long as Lender's interest in the Property is not jeopardized. lf a lien arises or is filed as a result of nonpayment,
Grantor shall within frfteen (15) days after the lien arises or, if a lien is filed, within fifteen (15) days after Grantor has notice of the flling,
DEED OF TRUST
(Gontinued)Page 3Loan No: 9002
secure the dlscharge of the lien, or lf requested by Lender, deposit wlth Lender cash or a sufficlent corporate surety bond or oth€r security
satisfactory to Lender in an amount sufilcient to discharge the lien plu6 arry costs and reasonable attorneys' fees, or other charges that
oould accrue as a result of a foreclosure or sale under the lien. ln any contest, Grantor shall defend itself and Lender and shall satisfy any
adverse judgment before enforcement against the Property. Grantor shall name Lender as an additional obligee under any surety bond
furnished in the contest proce€dlngs.
Evldenca of Plyment Grantor shall upon demand fumish to Lender satisfactory evidence of payment of the taxes or assossments and shall
authorize the appropriate govemmental ofiicial to deliver to Lender at any time a written statement of the taxes and assessments againsl
the Property.
Notice of Construc{lon. Grantor shall notify Lender at least fifteen (15) days before any work is commencod, any services are fumished, or
any materials are supplied to the Property, if any mechanic's lien, malerialmen's lien, or other lien could be asserted on account of the
work, sewlces, or materials. Grantor wlll upon request of Lender fumish to Lender advance assurances satisfactory to Lender that Grantor
can and will pay the cost of such improvements.
PROPERTY OAMAGE INSURANCE. The following provisions relating to insuring the Property are a part of this Deed of Trust.
Maintenanca of lnsurance. Grantor shall procure and maintain policies of fire insurance with standard extended coverage endorsements on
a fair value basis for the full insurable value covering all lmprovements on tho Real Propefi in an amount sufficient to avoid application of
any coinsurance clause, and with a standard mortgagee clause in favor of Lender. Grantor shall also procure and maintain comprehensive
general liability insurance in such coverage amounts as Lender may request with Trustee and Lender being named as additional insureds in
such liability insurance policies. Additionally, Grantor shall maintrain such other insurance, including but not limited to hazard, busin€ss
interruplion, and boiler insurance, as Lender may reasonably require. Policies shall be written in form, amounts, coverag€s and basis
reasonably acceptable to Lender and issued by a company or companies reasonably acceptable to Lender. Grantor, upon request of Lender,
will deliver to Lender from time to time the policies or certificates of insurance in form satisfactory to Lender, including stipulations that
coverages will not be cancelled or diminished without at least ten (10) days prior written notice to Lender. Eact insuranc€ poliry also shall
include an endorsement providing lhat coverage in favor of Lender will not be impaired in any way by any act, omission or delault of
Grantor or any other person. Should the Real Properly be located in an area designated by the Administrator of the Federal Emergency
Manag€ment Agancy as a special flood hazard area, Grantor agrees to obtain and maintain Federal Flood lnsurance, if available, within 45
days after notice is glven by L€nd€r that the Property is locatod in a special flood hazard area, for the full unpald principal balanco of ths
loan and any prior liens on the property securing the loan, up to the maxlmum policy limits set under the Natlonal Flood lnsurance Program,
or as otherwise requlred by Lender, and to maintain such insurance for tho term of the loan.
Appllcatlon of Proceeds. Grantor shall promptly no(ry Lender of any loss or damage to th€ Property. Lender may makB proof of loss if
Grantor fails to do so within frfteen (15) days of the casualty. Whether or not Lender's security is impaired, Lender may, at Lende/s
election, receive and retaln the proceeds of any insurance and apply the proceeds to the reduction of the lndebtedness, paymenl of any lien
affectlng the Property, or the restoratlon and repalr of the Property. lf Lender elscts to appty the proceeds to restoratlon and repair, Grantor
shall repair or replace the damagod or destroyed lmprovomonts ln a manner satistactory to L€nd€r. L€nd€r shall, upon satisfactory proof of
such expenditure, pay or reimburse Grantor from the proceeds for the reasonable cost of repair or restoration if Grantor is not in default
under this Deed of Trust. Any proceeds which have not been disbursed within 180 days after their receipt and which Lender has not
committed to the repair or restoration of the Property shall be used first to pay any amount owing to Lender under this Deed of Trust, then
to pay accrued interest, and the remainder, if any, shall be applied to the principal balance of the lndebtedness. lf Lender holds any
proceeds after payment in full ofthe lndebtedness, such proceeds shall be paid to Grantor as Grantor's interests rnay appear.
Grantor's Reporl on lnsurance. Upon request of Lender, however not more than once a year, Granlor shall fumlsh to Lender a report on
each €xisting policy of insurance showing: (1) ths name of the insurer; (2) the risks insured; (3) the amount of the policy; (4) the
property insured, the then current replacement value of such property, and the manner of determining that value; and (5) the expiration
date of the policy. Grantor shall, upon request of Lender, have an independent appraiser satisfaclory to Lender determine the cash value
replacement cost of the Property.
LENDER'S EXPENDITURES. lf any action or proceeding is commenced that would materially affect Lender's interest in the Property or if Grantor
fails to mmply with any provision of this Deed of Trust or any Related Documents, including but not limited to Granto/s failure to discharge or
pay when due any amounts Grantor ls required to discharge or pay under thls Deed of Trust or any Related Documenls, Lender on Grantor's
behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging or paying all
taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on the Proper$ and palng all costs for insuring,
maintaining and preserving the Property. All such expenditures incuned or paid by Lender for such purposes wilt then bear interest at the rate
charged under the Note from the date lncuned or paid by Lender to the date of repayment by Grantor. All such expenses will become a part of
the lndebledness and, at Lender's option, will (A) be payable on demand; (B) be added to the balance of the Nots and be apportioned among
and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy; or (2) the
remaining term of the Note: or (C) be treated as a balloon payment which wlll be due and payable al the Note's maturity. The Deed of Trust
also will secure payment of these amounts, Such rlght shall be in addition to all other rights and remedies to which Lender may be entltled upon
Default.
WARRANTY; DEFENSE OF TITLE. The following provisions relating to ownershlp of the Property are a part of this Deed of Trust:
TiUe. Grantor warrants that: (a) Grantor holds good and mark€table title of record to the Properly in fee simple, frse and clear of all liens
and enoumbrances other than those set forth in the Real Property description or in any title insurance policy, title report, or final tttle opinion
issued in favor of, and accepted by, Lender in connection with this 0eed of Trust, and (b) Grantor has the full right, power, and authority
to execute and dellver this Deed of Trust to Lendsr.
Defense of Tltle. Subjectto the exception in the paragraph above, Grantorwarants and will foreverdefend the title to the Property agalnst
the lawful claims of all persons. ln the event any action or proceeding is commenced that questions Granto/s title or the interest of
Trustee or Lender under this Deed of Trust, Grantor shall defend the action at Grantor's expense. Grantor may be the nominal party in
such proceeding, but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of
Lender's own choice, and Grantor will deliver, or cause to be delivered, to Lender such instruments as Lender may request from time to
time to permit such participation.
Compliance With Laws. Grantor warrants that the Property and Grantofs use of the Property complies with all existing applicable laws,
ordinances, and regulations of governmental authorities.
Loan No: 9O02
DEED OF TRUST
(Continued)Page 4
Survlval of Represontatlons and Warrantios. All r€pr€sentatons, wananties, and agreements made by Grantor ln this Deed of Trust shall
survive the execution and delivery of this Deed of Trust, shall be continuing in nature, and shall remain in full force and effect until such
time as Borrower's lndebtedness shall be paid in full.
CONDEMNATION. The following provisions relating to condemnation proc€€dings are a part of this Deed of Trust:
Proceedlngs. lf any proceeding in condemnation is filed, Grantor shatl promptly notity Lender in writing, and Grantor shall promptly take
such steps as may be necessary to defend the action and obtain the award. Grantor may be th€ nominal party in such proceeding, but
Lender shall b€ entitled to participate in the proceedlng and to be lepresented in the prooeeding by counsel of its own choice, and Grantor
will deliver or cause to be delivered to Lender such instruments and documenlation as may be r€quested by Lend6r from time to time to
permlt such particiPation.
Application of Net Proceeds. lf all or any part of the Propefi is condemned by eminent domain proceedlngs or by any proceedlng or
purchase in lieu of condemnation, Lender may at its election require that all or any portion of the net proceeds of the award be applied to
the lndebtedness or the repair or restoration of the Property. The net proceeds of the award shall mean the award after payment of all
reasonable costsi expelrses, and attorneys'fees incuned by Trustee or Lender In connection with the condemnation.
I6POSffiON OF TAXES, FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The following provisions relating to governmental taxes,
fees and charges are a part of this Deed of Trust:
Cunent Taxes, Fees and Charges. Upon request by Lender, Grantor shall execute such documenls in addition to this Deed of Trust and
take whatever other action ls requested by Lender to perfect and continue Lend€/s lien on the Real Property. Grantor shall reimburse
Lender for all laxes, as described below, together with all expenses incuned in recording, perfecting or continuing this Deed of Trust,
lncludlng wlthout limitation all taxes, fees, documentary stamps, and olher charges for recording or registering this Deed of Trust.
Taxes. The following shall constitute taxes to which this s€ction applies: ( l ) a specific tax upon this type of Deed of Trust or upon all or
any part of the lndebtednes$ secured by this Deed of Trusti (2) a specific tax on Borrower which Borrower is authorized or required to
deduct from payments on the lndebtedness secured by this type of Deed of Trust; (3) a tax on this type of Deed of Trust ohargeable
against the Lender or the holder of the Note; .and (4) a specilic tax on all or any portion of the lndebtedness or on payments of principal
and interest made by Bonower.
Subsequent Taxes. lf any tax to which this section applles is enacted subsequent to the date of this Deed of Trust, this event shall have
the same efioct as an Ev€nt of Default, and Lender may exercise any or all of its available remedies for an Event of D€fault as provided
below unless Grantor elther (1) pays the tax before it becomes dellnquent, or (2) contests the tax as provided above in the Taxes and
Liens section and deposits with Lender cash or a sfficient corporate surety bond or other security satisfactory to Lender.
SECURITY AGREEMENT; FINANCING STATEMENTS. The following provisions relating lo this Deed of Trust as a security agreement are a part
of this Deed of Trust:
Securlty Agreernent Thls instrument shall constitute a Security Agreement to the extont any of the Property constitutEs fixtures, and
Lender shall have all of the rlghts of a secured party under the Uniform Commercial Code as arnended from time to time.
Secrrlty lnteresl Upon request by Lender, Grantor shall tak€ whatever action ls requested by Lender to perfect and continue Lendefs
security interest in the Rents and Personal Property. ln addition to recording this Deed of Trust in the real property records, Lender may, at
any time and wittlout further authorization from Grantor, file executed counterparts, copies or reproductions of this Deed of Trust as a
financing statement. Grantor shall relmburse Lender for all expenses incurred in perfecting or continuing this security interest. Upon
dsfault, Grantor shall not remov€, sever or detach the Porsonal Property from the Properly. Upon default, Grantor shall assemble any
Personal Property not affixed to the Property in a manner and at a place reasonably convenient to Grantor and Lender and mak€ it availabls
to Lender within three (3) days after receipt of written dernand from Lender to the extent permitled by applicable law.
Addresses. The mailing addresses of Grantor (debtor) and Lender (secured party) from whlch lnformatlon concerning the security interest
granted by this Deed of Trust may be obtained (each as required by the Uniform Commercial Code) are as stated on the first page of this
Deed of Trust.
FURTHER ASSURA,NCES; ATTORNEY-IN-FACT, The following provisions relating to ,urther assurances and attorney-in-fact are a part of this
Deed of Trust:
Further Assurances. At any time, and from time to time, upon request of Lender, Grantor will make, execute and deliver, or will cause to
be made, executed or delivered, to Lender or to Lende/s designee, and when requesled by Lender, cause to be filed, recorded, refiled, or
rerecorded, as the cass may be, at such times and in such offlces and places as Lender may deem appropriate, any and all such mortgages,
deeds of trust, security deeds, security agreements, financing statements, continuation statements, instruments of further assurance,
certificates, and other documents as may, ln the sole oplnlon of Lender, be necessary or desirable in order to effectuate, complete, perfect,
continue, or prgserve (1) Bonower's and Grantor's obligations under the Not€, this Deed of Trust, and the Related Documents, and (2)
thE liens and security intercsts created by this Deed of Trust as first and prior liens on the Prop€rty, whsther now owned or her€afier
acqulred by Grantor. Unless prohibitsd by law or Lender agr€es to the contrary in writing, Grantor shall roimburse Lender for all msts and
expenses incurred ln conn€ction wlth the matters referred to ln this paragraph.
Attorney-ln-Fact. lf Grantor falls to do any of the things referred to in the prec€ding paragraph, L€nder may do so for and in the name of
Grantor and at Grantor's expense. For such purposes, Grantor hereby inevocably appoints Lender as GrantoCs attorney-in-fact for the
purpose of maklng, executlng, dellvering, fillng, recording, and doing all other lhings as may be necessary or desirable, ln Lender's sole
opinion, to accornpli8h the matters r€f€rrsd to in th6 preceding paragraph.
FULL PERFORMANCE. lf Borroryer and Grantor pay all the lndebtedness when due, and Grantor otherwise porforms all the obligations imposed
upon Grantor under thls Deed of Trust, Lender shall execute and deliver to Trustee a request for full reconveyance and shall execute and deliver
to Grantor suitable statements of termination of any financing statement on file evldencing Lender's security interest in the Rents and the
Personal Property. Any reconveyance fee required by law shall be paid by Grantor, if permitted by applicable law.
EVENTS OF DEFAULT. Each of the following, at Lender's option, shall constitute an EvEnt of Default under this Deed of Trust:
Payment Default. Borower fails to make any payment when due under the lndebtedness.
Other Defaults. Borrower or Grantor fails to oomply with or to perform any other term, obligation, covenant or condition contained in this
Deed of Trust or in any of the Related Documents or to comply with or to perform any terrn, obligation, covenant or condition contained in
DEED OF TRUST
(Continued)Page 5Loan No: 9002
any other agreement between Lender and Borrower or Grantor.
Compllance Default Failure to comply with any other term, obllgation, covenant or condition contalned in this Deed of Trust, the Note or ln
any of the Related Documents.
Default on Other Payments. Failure of Grentor within the time required by this Deed of Trust to make any payment for taxes or insurance,
or any other payment necessary to prevent tiling of or to effuct disoharge of any lien.
Environmental Default. Failure of any party to comply with or perform when due any term, obligation, covenant or condition contained ln
any €nvironmentral agreement executed in connection with the Property.
Default ln Favor of Third Partles, Should Borrorver or any Grantor default under any loan, extension of credit, security agreement, purchase
or sales agreemsnt, or any other agr€ement, in favor of any other creditor or person that may materially affect any of Bonowe/s or any
Granto/s property or Borrower's ability to repay the lndebtedness or Borrower's or Granto/s ability to perform their respective obligations
under this Deed of Trust or any of the Related Documents.
False Statements. Any warranty, representatlon or statement made or fumlshed to Lender by Bonower or Grantor or on Borrower's or
Granto/s behalf under this Deed of Trust or the Related Documents is falss or misleading in any material respect, either now or at the time
made or fumished or becomes false or misleading at any time thereafter.
Def€ctive Collaterallzation. Thls Deed of Trust or any of the Related Documents ceases to be in full force and effect (including failure of
any collateral document to crsate a valid and perfected security interest or lien) at any time and for any reason.
lnsolvency. The dissolution or termination of Borrower's or Grantor's existence as a going business, the insolvency of Borrower or Grantor,
the appolntment of a receiver for any part of Borrowe/s or Grantor's property, any assignment for the benefit of creditors, any type of
creditor workout, or the commencement of any proceeding und€r any bankruptcy or insolvenry laws by or against Borrower or Grantor.
Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfelture proceedings, whether by judicial proceeding, self-help,
repossossion or any other method, by any creditor of Borrower or Grantor or by any governmental agency against any property securing the
lndebtedness. This includes a gamishment of any of Bonowe/s or Grantods accounts, lncludlng deposit accounts, wlth Lender. However,
this Event of Default shall nol apply if there is a good faith disputo by Borrower or Grantor as to th€ validity or reasonablgness of the claim
whioh is the basls of the creditor or forfeiture proceeding and if Borrower or Grantor gives Lender written notico of the creditor or forfelture
proceeding and deposits wlth Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender,
in its sole dlscretion, as belng an adequate reserve or bond for the disPute.
Breach of Other Agraement. Any breach by Bonower or Grantor under tha t€rms of any other agreement betwoen Bonower or Grantor and
L€nder that ls not remedled wlthln any gracs period provided therein, including wlthout limitation any agreement conceming any
indebt€dness or other obligation of Borower or Grantor to L€nder, whether existing now oi lat€r.
Events Affectlng Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the lndebtedness or any
Guarantor dies or becomes incompetent, or revokes or disputes the validity ol or liability under, any Guaranty of the lndebtedness.
Adverse Change. A matorial adverse chang€ occurs in Bonow€r's or Grantor's financlal condition, or Lender believes the prospect of
payment or performance of the lndeb(edness is impaired.
lnsecurlty, Lender in good faith believes itself insecure.
Right to Cure. lf any default, other than a default in payment, is curable and if Grantor has not b€en given a notice of a breach of ths same
provision of this Deed of Trust within the preceding twelve (12) months, it may be cured if Grantor, after Lender sends written notice to
Borrowerdemandingcureof suchdefault: (1) curesthedefaultwithinfifteen(15) days; or (2) ifthecurerequiresmorethanfifteen(15)
days, immediately initiates steps which Lender deems in Lende/s sole discretion to be sufficlent to cure the default and thereafter
continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.
RIGHTS AND REMEDIES ON DEFAULT. lf an Event of Default occurs under this Deed of Trust, at any time thereafter, Trustee or Lender may
exerclse any one or more of the following rights and remedles:
Notice of Default ln the Event of Default Lender shall execute or cause the Trustee to execute a written notice of such default and of
Lender's election to cause the Property to be sold to satisfy the lndebtedness, and shall cause such notice to be recorded in the office of
the recorder of each county wherein the Real Property, or any part thereof, is situated.
Election of Remodies. Election by Lender to pursue any remsdy shall not exclud€ pursuit of any other remedy, and an election to make
expenditures or to take action to perform an obligation of Grantor under this Deed of Trust, after Granto/s failure to perform, shall not
affect Lender's rlght to declare a default and exercise lts remedles.
Accelerate lndebtedness, Lender shall have the right at its option without notice lo Borower or Grantor to declare the entire lndebtodness
immediately due and payable, including any prepayment penalty which Borrowerwould be required to pay.
Foreclosure. With respect to all or any part of the Real Property, the Truste€ shall have the rlght to foreclose by notice and sale, and
Lender shall have the right to foreclose by judicial foreclosure, in either case in accordance with and to the full extent provided by
applicable law.
UCC Remedles. Wlth respect to all or any part of the Perconal Property, Lender shall have all the rights and remedies of a secured party
under the Uniform Comm€rcial Cod€.
Collect Rcnts. Lender shall have the right, without notic€ to Bonower or Grantor to take possession of and manage the Property and
collect th€ Rents, including amounts past due and unpaid, and apply the net proceeds, over and above Lender's costs, against the
lndebtedness. ln furtherance of this right, Lender may require any tenant or other user of the Property to make payments of rent or use
fees directly to Lender. lf the Rents are collected by Lender, then Grantor inevocably designates Lender as Granto/s attorney-in-fact to
endorse instruments received in payment thereof in the name of Grantor and to negotiate the same and collect the proceeds. Paymenls by
tenants or other users to Lender ln response to Lender's demand shall satlsfy the obligations for which lhe payments are made, whether or
not any prop€r grounds for the demand existed. Lender may exercise its rights under this subparagraph elther ln person, by agent, or
through a receiver.
Appolnt Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of the Property, with the
power to protect and preserve the Property, to operate the Property preceding foreclosure or sale, and to collect the Rents from the
Loan No: 9002
DEED OF TRUST
(Gontinued)Page 6
Property and apply lhe proceeds, over and above the cosl of the receivership, against the lndebtedness. The receiver may serve without
bond lf permitt€d by law. Lender's right to the appointment of a receiver shall exist whether or not th€ apparent value of the Property
exceeds'the lndebtedness by a substantlal amount. Employment by Lender shall not disqualifo a person from serving as a receiver.
Tenancy et Sufferance. lf Grantor remains in possession of the Property after the Property is sold as provided above or Lender otherwise
becomes €ntitled to possesslon of the Property upon default of Bonower or Grantor, Grantor shall become a t€nant at sufferance of Lander
orlhepurchaserof thePropertyandshall,atLond6r'soption,oither (1) payarsasonabl€rental fortheuseof theProperty,or (2) vacata
the Property immediately upon the demand of Lender.
Other Remedles. Trustee or Lender shall have any other right or remedy provided in this Deed of Trust or the Note or available at law or ln
equity,
Notice of Sale. Lender shall give Grantor 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 lntended disposition of the Personal Property is to be made. Reasonable notlce shall mean notice
given at least ten (10) days before the time of the sale or disposation. Any sal€ of the Personal Property may be made in conjunction with
any sale of the Real ProPertY.
Sale of the Property. To the extent permitted by applicable law, Borrower and Grantor hereby waives any and all rights to have the
Property marshalled. ln exercising its rights and remedies, the Trustee or Lender shall be free to sell all or any part of the Property together
or separately, in one sale or by separate sales. Lender shall be entitled to bid at any public sale on all or any portion of the Property.
Notice of sale having been given as then required by law, and not less than the time required by law having elapsed, Trustee, without
demand on Grantor, shall sell ihe property at the time and place flxed by lt ln the notice of sale at public auction to the highest bidder for
cash in laMul rnoney of the United States, payable at time of sale. Trustee shall dellver to the purchaser his or her deed conveying the
Property so sold, but without any covenant or warranty express or implied. The recitals in such deed of any matters or facts shall be
conclusive proof of the truthfulness of such matters or facts. After deducting all costs, fees and expenses of Trustee and of this Trust,
including cost of evidence of title and reasonable attorneys' fees, including those in connection with the sale, Trustee shall apply proceeds
of Eale to payment of (a) all sums sxpended under this De€d of Trust, not then repaid with interest thereon as provided in this Deed of
Trust; (b) all lndebtedness secured hereby; and (c) the remainder, if any, to the person or persons legally entitled thereto.
Attomeys' Fees; Exp€nses. lf Lender institutes any suit or ac{ion to enforce any of the terms of this Deed of Trust, Lender shall be entitled
to recover such sum as th€ court may adiudgg reasonable as attorneys'fees at trial and upon any appeal. Whelher or not any court action
ls involved, and to the oxtent not prohibited by law, all reasonable exp€nses Lender incurs that in Lender's opinion are necessary at any
tlme for the protec{ion of its interest or the enforoemant of its rights shall beoome a part of the lndeMedness payable on demand and shall
bear lnterest at the Note rate from the date of the expenditure until repaid. Expenses covered by this paragraph include, wlthout limltation,
however subject to any limits under applicable law, Lende/s reasonable attomeys' fees and Lender's legal oxpens€s whether or not there isa lawsuit, lncluding reasonable attorneys' fees and €xpenses for bankruptcy proceedings (lncluding efforts to modify or vacate any
automauc stay or lnjunctlon), appeals, and any antlclpated post-judgment collectlon services, the cost of searching records, obtaining title
r€ports (lncluding foreclosur€ repoils), surveyors' reports, and appIaisal fees, title insurance, and fees for the Trustee, to the extent
permltted by applicable law. Grantor also will pay any court costs, in addition to all other sums provided by law.
Rlghts of Trustee. Trustee shall have all of the rights and duties of Lerder as set forth in this section.
POWERS AND OBLIGAnONS OF TRUSTEE. The following provisions relating to the powers and obligations of Trustee are part of this Deed of
Trust:
Powers of Trustee. ln addition to all powers of Trustee arising as a matter of law, Trustee shall have the power to take the following
actions with respect to the Property upon the written request of Lender and Grantor: (a) joln In preparing and flling a map or plat of the
Real Property, including the dedication of streots or other rights to the public; (b) join in granting any eassment or ssating any r€sbiction
on the Real Property; and (c) join in any subordination or other agreement affecting this Deed of Trust or the interest of Lender under this
Deed ofTrust,
Obligations to Notify. Trustee shall not be obligated to notifo any other party of a p€nding sale under any other trust deed or lien, or of any
action or proceeding in which Grantor, Lender, or Trustee shall be a party, unless the action or proceeding is brought by Trustee.
Trustee. Trustee shall meet all qualiflcations required for Trustee under applicable law- ln addition to the rights and remedies set forth
above, with respect to all or any part ofthe Property, the Trustee shall have the right to foreclose by notlce and sale, and Lendershall have
the right to foreclose by judicial foreclosure, in either case in accordance with and to the full extent provided by applicable law.
Successor Trustee. Lender, at Lender's option, may from time to time appoint a successor Trustee to any Truslee appoinled under this
Desd of Trust by an inGtrument executed and acknowl€dged by Londer and recorded in the office ofthe recorder ofAdams County, State
of ldaho. The iristrument shall contain, in addition to all other matters required by state law, the names of the original Lender, Trustee, and
Grantor, the book and page where this Deed of Trust is recorded, and the name and address of the successor trustee, and the Instrument
shall be executed and acknowledged by Lender or lts successors in interest. The successor trustee, without mnveyance of the Property,
shall succeed to all the title, power, and dulies conferr€d upon the Truste€ in this D6ed of Trust and by applicable law. This proc€dure for
substitution of Trustee shall govern to the exclusion of all other provisions for substitution.
NOTICES. Any noilce requlred to be glven under thls Deed of Trust, lncluding without limitation any notic€ of default and any notjce of sale
shall b€ given in writing, and shall be effectiv€ when actually delivered, when actually received by telefacslmlle (unless otherwlse required by
law), when deposited with a nationally recognized ovemight courier, or, if mailed, when deposited ln the United States mail, as first class,
certified or registered mail postage prepaid, direcled to the addresses shown near the beginning of this Deed of Trust. All copies of notices of
foreclosure from the holder of any llen whlch has pdority over this Deed of Trust shall be sent to Lender's address, as shown near the beginnlng
of this Deed of Trust. Any party may change its address for notices under this Desd of Trust by giving formal written notice to the other
parties, specifying that the iurpose of the notice is to change the party's address. For notice purposes, Grantor agrees to keep Lender informed
at all times of Grantor's current address. Unless otherwise provided or required by law, if there is more than one Grantor, any notice given by
Lenderto any Grantorls d€emed to be notlce given to all Grantors.
DISPUTE RESOLUTION. This section contains a jury waiver, arbltration clause, and a class action waiver. READ lT CAREFULLY.
Thls dispute resolullon provislon shall supersede and replace any prior "Jury Waiver," "Judiclal Reference," "Class Action Waiver,"
"Arbitration," "Dispute Resolution," or similar alternative dispute agreement or provlsion between or among the partles.
JURY TRIAL WAIVER; CLASS ACTION WAIVER. As permitted by applicable law, each party waives their resogctive-rights to a trial before a
DEED OF TRUST
(Continued)Loan No: 9002 Page 7
lurv ln connoctlon wlth anv Dlsout€ (as "Dispute' Is hereinafter deflned), and Disputes shall b€ resolved-by a ludge slftlng without a lurv. lf a
court determines that this provision is not enforceable for any reason and at any timo prlor to trlal of the DIsputE, but not lator than 30 days
afler entry of the order determinlng thls provlslon is unenforceable, any party shall be entitled to move the court for an order compelling
arbitration and staylng or dismissing such litigation pendlng arbitralion ("Arbitration Order"). lf permitted by applicable law, each oarty also
walves the rlght lo litlgate ln court or an aibittation oroceeding any Dlsoute as a class actlon. either as a member of,a class or as a
representativs. orJo act as a prlvate attorney oeneral.
ARBITRATION. lf a claim, dispute, or controversy arises between us with respect to this Agreement, related agreements, or anv other
aoreemenl or buslness relatlonshln between anv of us whether or not related to the sublect matter of thls Aoreement (all of the foregoing, a"Dispute"), and onlv if a jury trial waiver is not permitted by applicabl€ law or ruling by a court, any of us may r€quir€ that the Dispute bB
resolved by bindjng arbitration before a single arbilrator at the request of any party. !y aqreelng to arbitr
right that party may have to a lury trlal. as well as other rlghls lhat oarty would have in court that are nol avallable or are more llmited ln
arbitration. such as the rights to discovery and to aopeal.
Arbltration shall be commenced by filing a petition with, and in accordance with the applicable arbitration rules of, JAMS or National Arbitration
Forum ("Adminlslrator") as selec{ed by the initiating party. lf the parties agree, arbitration may be commenced by appointment of a licensed
atlorney who is selocted by the parties and who agrees to conduct the arbitration without an Administrator. Disputes Include matters (i) relating
to a deposit account, application for or denial of credit, enforcement of any of the obligations w€ hav€ to each other, compliancs with applicable
laws and/or regulations, performance or services provided under any agreement by any party, (ii) based on or arising from an alleged tort, or (iii)
involving either of our employees, agents, affiliates, or assigns of a party. However, Disputes do not include the validity, enforceability,
meaning, or scope of this arbitration provision and sucft rnatters may be determined only by a court. lf a third party ls a parly to a Dispute, we
each will consent to including the third party in the arbitration proceeding for resolving tho Dispute with tho third party. Venue for the
arbitration proceeding shall be at a location determined by mutual agreement of the parties or, if no agreement, in the city and state where
lender or bank ls headquartered.
After entry of an Arbitration Order, the non-moving party shall commence arbitration. The moving party shall, at its discretion, also b€ entifled
to commence arbitration bul is under no obligation lo do so, and the moving party shall not in any way be adversely prejudiced by electing not to
commence arbitratlon- The arbitrator: (i) will hear and rule on appropriat€ dispositive motions for judgment on the pleadings, for failure to statea daim, or for full or partial summary judgment; (ii) will render a declslon and any award applylng applicable law: (iil) will gfue effect to any
limltations period in determlning any Dispute or defense; (iv) shall enforc€ the doctrines of compulsory counterclalm, res judicata, and collateral
estopp€|, if applicable; (v) with regard to motions and the arbitration hearing, shall apply rules of evidence governing civil cases; and (vi) will
apply the law of the state speclfied ln the agreement giving rise to the Dispute. Filing of a petition for arbitration shall not prevent any party
from (l) seeking and obtaining from a court of compelent iurisdiction (notwlthstanding ongolng arbltratlon) provlslonal or ancillery remedies
including but not limited to lnjunctive relief, proporty preservation orders, foreclosur€, oviotion, attachment, replevin, gamishment, and/or the
appolntment of a receiver, (il) pursuing non-judicial foreclosure, or (lll) availing itself of any self-holp remedies such as setoff and repossession.
The exercise of sucfi righls shall not constitute a waiver of the right to submlt any Dlspute to arbltratlon.
Judgmenl upon an arbitration award may be entered in any court having jurisdiotion except that, if the arbitration award exceeds $4,000,000,
any party shall be entitled to a de novo appeal of the award before a pan€l of thrse arbitrators. To allow for such appeal, if the award (including
Administrator, arbitrator, and attorney's fees and cosls) exceeds $4,000,000, the arbitrator will issue a written, reasoned decision supporting
the award, including a stat€m€nt of authority and its application to th€ Dispute. A request for de novo appeal must be flled wlth the arbiratorwithin 30 days following the date of the arbitration award; if such a request is not made within that time period, the arbitration decision shall
become final and binding- On appeal, the arbitrators shall reMew the award de novo, meaning that they shall reach their own findings of fact
and conclusions of law rather than defening in any manner to the origlnal arbltrator. Appeal of an arbitration award shall be pursuant to the
rules of the Administrator or, if the Administrator has no such rules, then th€ JAMS arbitration appellate rules shall apply.
Arbitration under this provision concerns a transaction involving interstate commerce and shall be gwerned by the Federal Arbitration Act, 9
U.S.C. sec. 1 et seq. This arbitration provlsion shall survlve any termination, amendment, or expiralion of this Agreenrent lf the terms of this
provision vary from the Administrator's rules, this arbitration provision shall control.
RELIANCE. Each party (i) certifies that no one has represented to such party that lhe olher party would not seek to enforce jury and class
action walvers in the event of suit, and (ii) acknowledges that it and the other party have been induced to enter into this Agreement by, among
other things, the mutual waiv€rs, agreements, and c€rtifications in this section.
UNLAWFUL USE, MEOICAL MARIJUANA, CONTROLLED SUBSTANCES AND PROHIBITED ACTIVITIES. The undersigned shall not use, occupy,
or pemlt the use or occupancy of any Property or Collateral by the undersigned or any lessee, tenant, licensee, permitee, agent, or any other
person in any manner that would be a violation of any applicable federal, state or local law or regulation, regardless of whether such use or
occupancy is lawful under any conflicting law, including without limitation any law relating to the use, sale, possession, cultivation,
manufacture, distribulion or marketing of any controlled substanoes or other contraband (whether for commercial, medical, or personal
purposes), or any law relatlng to the mediclnal use or disHbutlon of marijuana (collectively, "Prohibited Activities"). Any lease, license, sublease
or other agroem€nt for use, occupancy or possession of any Property or Collateral (collectively a "lease') wlth any thlrd person ("lessee") shall
expressly prohlbit the lessee from engaging or permitting others to engage in any Prohibited Activities. The undersigned shall upon demand
provide Lender with a wrltten statement setting forth its compliance with this section and stating whether any Prohibited Activities are or may
be occuning in, on or around the Property or Collateral. lf ths underslgned becomes aware that any lessee is likely engaged in any Prohibited
Activities, The undersigned shall, in compliance with applicable law, terminate the applicable lease and take all actlons permltted by law to
discontinue such activities. The undersigned shall keep Lender fully advised of its actions and plans to comply with this section and to prevent
Prohibited Activities.
This s€ction is a material consideration and inducement upon which Lender relies in extending credit and other financlal accommodatlons to the
undersigned. Failure by the undersigned to comply with this section shall constitute a material non-curable Event of Oefault. Notwithstanding
anything in lhis agreement, the Note or Related Documents regarding rights to cure Events of Default, Lender is entitled upon breach of this
section to immediately exercise any and all remedies under this agreement, the Note the Related Documents, and by law.
ln addition and not by way of limitation, the undersigned 6hall indemnifo, defend and hold Lend€r harmless from and against any loss, claim,
damage, liability, fine, penalty, cost or expense (including attorneys' fees and expenses) arising from, out of or related to any Prohibited
Activltles at or on the Property or Collateral, Prohibited Activities by the undersigned or any lessee of the Property or Collateral, or the
undersigned's br€ach, violation, or failur€ to enforce or comply with any of the covenants set forth in this section. This indemnity includes,
without limitation any claim by any governmental entity or agency, any lessee, or any third person, including any governmental action for seizuro
or forfeiture of any Property or Collateral (with or without compensation to Lender, and whelher or not Property or Collateral is taken free of or
DEED OF TRUST
(Continued)Page 8Loan No: 9002
subject to Lende/s lien or s€curlty interest). As used ln thls section, the word 'undersigned" does not include Lender or any individual signing
on behalf of Lender.
DOCUMENT IMAGING. Lender shall be entitled, in its sole disoretion, to lmage or make coples of all or any selectlon of the agreements,
lnstruments, documents, and items and records governing, arislng from or relatlng to any of Bonower's loans, including, wlthout limitation, this
document and the R€Eted Documenls, and Lender may destoy or archive lh€ paper originals. The parties hereto O walve any right to insist or
requiro that Lender produce paper originals, (ii) agree that such lmages shall be accorded ihe same force and effeot as the paper originals, (iii)
agree that Lender is entitled to use such images in lieu of destroyed or archived originals for any purpose, lncluding as admlsslbl€ evldence ln
any demand, presentment or other proceedings, and (lv) further agree that any executed facslmlle (faxed), scanned, or other imaged copy of this
document or any Related Docum€nt 6hall bo deemed to be of the same force and effect as the original manually executed document.
MISCELLANEOUS PROVISIONS. The folloaring miscellaneous provisions are a part of this Deed of Trust:
Amendments. This Oeed of Trust, together with any Related Documents, constitutes the entire understanding and agreement of the parties
as to the matters set forth in this Deed of Trust. No alleration of or amendment to this Deed of Trust shall be effective unless given in
writing and signed by the party or parties sought to be charged or bound by the alteration or amendment.
Annual Reports. lf lhe Property is used for purposes other than Granto/s residence, Grantor shall fumish to L€nder, upon requost, a
certifiod statement of net operating income received from the Proporty during Granto/s previous fiscal year in such form and detail as
Lender shall require. 'Net operating income" shall mean all cash receipts from the Property less all cash expenditures made in connectionwlth the operation of the Property.
Caption Headings. Caption h€adings in this Deed of Trust are for convenience purposes only and are not to be used to interpret or define
the provisions of this Deed of Trust.
Merger, There shall be no merger of the interest or estate created by thls Deed of Trust wlth any other lnterest or estate ln the Prop€rty at
.any time held by or for the beneflt of Lender in any capacity, without the written consent of Lender.
Goveming Law. This Deed of Trust will be governed by federal law applicable to Lender and, to the extent not preempted by federal law,
the laws of tho State of ldaho wlthout regard to its conflicis of law provlslons. Thls Deed of Trust has been accepted by Lender ln the
State of ldaho.
Cholce of Venue, lf there is a lawsuit, Grantor agrees upon Lender's request lo submit to the jurisdiction of the courts of Ada County,
State of ldaho.
Joint and Several Llability. All obligatlons of Bonower and Grantor undsr this Deed of Trust shall be joint and 66v€ral, and all rEfer€nces to
Grantor shall mean each and every Grantor, and all references to Bonower shall mean each and every Borrower. This means that each
Grantor signlng below is responsible for all obligations in this Deed of Trust. Where any one or more of the partles is a corporation,
partnership, llmlted llabllity company or similar entity, lt is nd necessary for Lender to inqulre into the powers of any of the ofiicers,directors, partners, membsrs, or dher agents acting or purporting to act on the entity's behalf, and any obligatlons made or created ln
reliance upon th€ profass€d oxercise ofsuch powers shall bo guaranteed underthis Deed ofTrust.
No Walver by Lender. Lender shall not b€ deemed to have walved any rlghts under thls Deed of Trust unless such walver is given in writing
and slgned by Lender. No delay or omission on th6 part of Lendor in exercising any right shall operate as a waiver of such right or any
other right. A waiver by Lender of a provision of this Deed of Trust shall not prejudice or constituto a waiver of Lender's right otherwise to
demand str:ct compliance with that provision or any other provision of this Deed of Trust. No prior waiver by Lender. nor any course of
dealing between Lender and Grantor, shall constitute a waiver of any of Lender's rights or of any of Grantor's obligations as to any future
transactions. When€ver the cons€nt of Lender is required under this Deed of Trust, the granting of such consent by Lender in any instance
shall not constitute continuing consent to subsequent instances where such consenl is required and in all cases such consent may be
granted or withheld in lhe sole discretion of Lender.
Severability. lf a court of competent jurisdic-tion finds any provision of this Deed of Trust to be illegal, invalid, or unenforcoable as to any
person or circumslance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other person or
circumstance. lf fuasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. lf the
offending provision cannot be so modlfied, it shall be consldered deleted from this Deed of Trust. Unless otherwise requlred by law, the
illegality, invalidity, or unenforceability of any provision of this Decd of Trust shall not affect the legality, validity or enforceability of any
other provision of this Deed of Trust.
Successors and Asslgns. Subject to any limitations stated ln thls Deed of Trust on transfer of Grantor's lnterest, this Deed of Trust shall be
binding upon and inure to the benefit of the parties, their successors and assigns. lf ownership of th€ Property becomes vested in a person
other than Grantor, Lender, without notice to Grantor, may deal with Grantor's successors with reference to this Deed of Trust and the
lndebtedness by way of forbearance or extenslon without releasing Grantor from the obligations of this Deed of Trust or liability under the
lndebtedness.
Tlms ls of the Essence. Time is of the essence in the performanos of this Deed of Trust.
Walver of Homestead Exemption. Grantor hereby releases and walves ell rights and benefits of the homestead exemption laws of the State
of ldaho es to all lndebtedness secured by this Deed of Trust.
DEFINITIONS, Th€ following capitalized words and terms shall have the following meanings when used ln this Deed of Trust, Unless
specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words
and terms used in the slngular shall lnclude the plural, and the plural shall includ€ the singular, as the context may require. Words and terms not
othenryise deflned in this Deed of Trust shall have the meanings attributed to such terms in the Uniform Commercial Code:
Beneficiary. The word "Beneficiary'means ZB, N.A. dba Zions First Nalional Bank, and its successors and assigns.
Borrower. The word 'Borrower" means Cambridge Telephone Company; and CTC Telecom, lnc. and includes all co-signers and co-makors
signing the Note and all thoir successors and assigns.
Deed of Trust. The words 'Deed of Trust" mean this Oeed of Trust among Grantor, Lender, and Trustee, and includes without limitation all
asslgnment and security lnterest provisions relating to the Personal Property and Rents.
Default. The word "Default" means the Default set forth in this Deed of Trust in the section tiiled "Defaulf'.
Loan No: 9002
DEED OF TRUST
(Continued)Page 9
Envltonmental Laws. The words "Environmental Laws" mean any and all state, federal and local statutes, regulations and ordinances
relailng to the protection of human health or the environment, including wlthout limltation the Comprehensive Environmental Respons€,
Compensation, and Llability Act of '1980, as amended, 42 U.S.C. Section 9601, et seq. ("CERCLA'), the Superfund Amendments and
Reauthorization Act of 1986, Pub. L. No. 99-499 ('SARA'), the Hazardous Materlals Transportation Act, 49 U.S.C. Secdon 1 801 , et seq.,
the Resource Consarvation and Recoiery Act, 42 U.S.C. Section 6901, et seq.r or other applicable state or federal laws, rules, or
rogulations adopted pursuant theroto.
Event of Default. The words 'Event of Defaull" mean any of the events of default set forth in this Deed of Trust in the events of default
sectlon of this Deed of Trust
Grantor, The word 'Grantor" msans Cambridg€ Tel€phon€ Company lnc.; Cambridge Telephone Cornpany, lnc.; and Cambridgs Telephon€
Company.
Guarantor. The word 'Guarantor" means any guarantor, surety, or accommodation party of any or all of the lndebtedness.
Guaranty. The word 'Guaranty" means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or part of the
Note.
Hazardous Substances. The words 'Hazardous Substances" mean materlals thal, because of their quantlty, concentratlon or physical,
chemical or inf€ctious characteristics, may cause or pose a pros€nt or potential ha,ard to human health or the snvironm€nt wh€n
improperly used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words "Hazardous
Substances' are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or
waste as defined by or listed under the Environmental Laws. The term "Hazardous Substances" also Includes, without limitatlon, petroleum
and petroleum by-products or any fraction thereof and asbestos.
lmprovements. The word "lmprovements" means all existing and future improvements, buildings, structures, mobile homes affixed on lhe
Real Property, faclllties, additlons, replacements and other constructlon on the Real Property.
lndebtedness. Th€ word "lndebtedness" moans and includes without limitation all Loans, together with all other obligations, debt6 and
liabilities of Borrower to Lender, or any one or more of them, as well as all claims by Lender against Borrower, or any on6 or more of them;
whether now or hereafter existing, voluntary or involuntary, due or not due, absolute or contingent, liquidated or unliquldated; whether
Borrower may b€ liable lndividually orJointly with others; whether Bonow€r may be obllgated as a guarantor, suret)r, or otherwise; whether
recovery upon such lndebtedness may be or hereafter may become baned by any statuto of limitations; and $/hether such lndebtedness
may b€ or hereafter may become otherwisa un€nforceable.
Lcnder. The word'Lendel. m€ans zB, N.A. dba Zons Flrst Natlonal BanK fts successors and asslgns.
Note. The word 'Note" means lhe promissory note dated March 29, 2017, in the origina! principal amount of $2,693,590.02
from Borow€r to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of and suhtitutions
for the promlssory note or agreem€nt.
Personal Proporty. The words "Personal Proper!y'' mEan all Equlpment, fixtures, and other artides of personal property now or hereafter
owned by Grantor, and now or hereaffer attached or atfixed to the Real Property; together with all accessions, parts, and additions to, all
replacements of, and all subsututlons for, any of such property; and together with all proceeds (including without limitation all lnsuranco
proceeds and refunds of premiums) from any sale or other disposition of the ProPerty.
Property. The word "Propert/ means collectively the Real Property and the Personal Property.
Real Property. The words 'Real Property" mean the real property, lnterests and rights, as further described in this Deed of Trust.
Relaled Documents. Ths words "Related Documents" mean all promissory notes, credit agreemonts, loan agrEements, security
agreements, mortgages, deeds of trust, seclrrity deeds, collateral mortgages, and all other instruments, agreements and documents,
whether now or hereafter exlsung, executed ln connectlon wlth the lndebtedness; exc€pt that the words do not mean any guaranty or
envircnmental agr€emsnt, whether now or hereater €xisting, ex€cuted in connection with the lndebtedness.
Rents. The word "Rents" means all present and future rents, revenues, income, issues, royalties, profits, and other benefits derived from
the Property.
Trustee. The word 'Trustee' means Timberline TiUe and Escrow, lnc., whose address is P.O. Box 6, Council, lD 83612 and any
substitute or successor trustees.
Loan No: 9002
DEED OF TRUST
(Gontinued)Page l0
EACH GRANTOR AGKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS DEED OF TRUST, AND EACH GR.ANTOR AGREES TO ITS
TERMS.
GRANTOR:
TELEPHONE rNc.
Telephone Company lnc.
TELEPHONE , tNc.
Telephone Company, lnc.
TELEPHONE
Tel€phonc Company
CORPO RATE ACKNOWLEDGMENT
STATE oF -Tda h A
ss
COUNTY OF
an signer
behatf
of Cambddge Telephone lnc., the the instrument or the person who executed the
on of corporation , and to me the same.
Resldlng at
Nolary Public for
My commlsslon expires 2.e- gt)zJ
Notary Prrht!r
St+l, .".. ,,.^
Loan No: 9002
DEED OF TRUST
(Continued)Page 1 1
STATE OF Idah t)
CORPORATE ACKNOWLEDGMENT
)
)ss
)
day of ]Lla* n /L,in the year 20 I 7 , b.for. ^"
Residlng at
COUNTYOF
be an
On
of
day of l/a,,, o/4, . in th€t1
a notary public in and for the State
ldentified to me (or proved to m€ on
of
to
or the person who executed the
to be an
tety commtsston exptres J - A - 2-CI72-
CORPORATE AG
STATE OT
COUNTY OF
UN
on
Telephone
L
ss
bEfore me
or the oath of
Cgher of Cambrldge Telephono or person executed the instrument
of sald , and
Resldlng at
My commlsslon explres A- 3- -2ozz.
REQUEST FOR FULL REC
(To be used only when obligations have been paid in futl)
To: , Trustee
The underslgned ls the legal owner and holder of all lndebtedness secured by this Deed of Trust. All sums secured by this Deed of Trust have
been fully paid and satisfid. You arE hereby directed, upon paym€nt to you of any sums owlng to you under the terms of this Deed of Trust or
pursuant to any applicable ststute, to canoel the Note secured by this Deed of Trust (which is delivored to you together wlth this Deed of Trust),
and to reconvey, without warranty, to the parties designated by the terms ofthis Deed of Trust, lhe ostate now held by you under this DsEd of
Trust. Please mail the reconveyance and Related Documents to:
Date:Beneficlary:
By:
Its:
ENT Norary pubtic
state of tdaho
DANA LYNNE MUNDEN
Nolary public
LaserPro, Ver. 16.4.'10.054 Copr. D+H USA Corporation 1ss7,2017, All Rights Reserved.
PR.ZSCL
- ID CICOMML\CFI\LPL\GO1.FC TR-,t90833
Exhibit A
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t[b3:u,3 Eout] 8(ioEroot ![{8t 19t.o1 t€et ec ulA aEt! PoMr oE r.!61mant-
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thf,fice Narul fir' Fg,15'Dd*t. L00.00 fi{rl,
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Etrcnoe IfonGJr 1OO.0O f.et tc .-be naBE Folk'l oE Hr.ae:iE{'ll(C
lnstrument #254347
IDAHO CITY. BOISE COUNTY. IDAHO03-30-2017 15:49:12 PM No. ofPaoes: 11Recorded foI: PAYETTE CO. TITLE &-ESCROW
MARY T. PRISCO F6o: $40.00Ex-Officio Recorder Deputv shlrley gBorge
lndexto: MORTGAGE
RECORDATIOT'I REQUE$TED BYr
zs. NA. &s Zlons Flrat Notlonal Bonk
Wetsar Flnanoiel Center3{ Earl Mahr
ll!/olecrr lD 83672
WHEN RECORDED MAIL TO:
zB, N-A. dha Ziqt3 Flret ilationat Eank
Enlerpriee Loah Operatlons UT RDWG 1970
PO Bor 25007S.ll trke oW,UT A4129.0007
Electronlcally R€corded by Slmptlflle
66AaE iEnlE tUlG r rrE ad EnE tsEF^dnEEr- rr& itrt v
DEED OF TRUST AND FKTURE FILING
THIS DEED Of TRUST ls da(ed March 29, 20{7, among Cambddge Telephone Gompang-an ldaho comoration,
whoss address k 13o N Superior, Cambridgg lD 83610 as to Psrcel 1 and Cambrldge Islephone Company, lnco a
corponafion! whose address is 130 N Superlor, Cambrldge, ID 83610 as lo Parcel 2 ("Grsntor"); ZB, N-A,. dba
Zlons Flrgt I'lational Bantr<,, vrhoao addross Is Wclscr Flnanclal Cenl,er, 34 East Maln, Welser, lD 836?2 (referrod to
bolow somstlmes E6 ilondar" and sometimos at 'Beneficlary"li and Flrst Anrerlcan Tltle lnsuranoe Companyl
who6e address ls 616 North Srd Stree( Sulte 101 , McGall, lD 83638 (refaned to b€low an 'Truglee"l.
COIIVBYAI,ICE AND G'RANT. f{rvaloable consldsratloq Grshlor do.r h€.tby lrravocetily graol bargrlh, aoll rnd convoy ln tnrlr wltb pcwcr of
aele, lo Tru3t B {br ttr: benefit ol Lcndcr ar Ecncfldtry' at of orentoi's rtghl. tllle. and lntereet in gnd to the foltordng dos.'lbod nrl prcperty,
togerh€r wlth all er(blirq or subaequanuy orcdcd or afflxcd bt ldingB, lnp{orto$snB and fiftIresi all €alBmsnfu, rlshb ef mey, and
sDowlensnoes; all wder, walsr dghls and dilotl ,rgh6 (lncludinS rlock ln ut1i0e3 wllh ditch or higatlon ,rghts); End ell othrr iighu, royslucc,
dra profits rela[ng to ltrs mal property, tncludng w'rthout llmttafon all mlnerah, oll. gas, geolhormal and rlmlhr mattors, (the ''Real
Propsrty*) locEted ln Bolsq Gounty, State ofldaho:
$es th€ exhlbit or o{har deecdptlon document wltlch ls afiached to thlt Dccd ol Tnrst and mada a parl.of thls
Deed of Trust as tf {ully set'for{h tcretn.
The Reat Property or its addrqsg is commonly known a€ Parc€l t: 7255 HlEhway 21, Lowrnan, ID tXt687; Paroel
2: 8500 Highway 21, Lowman, lD 83637- The Real Property tax Idedilicalion number la RP09N07E278750;
RP09N09E'174790.
GROSS.OOLI.ATERAIIZATIOil, ln aCdfian to thB $|ote, hle Oeed cf Truet reeut€s rll obllgallons, deils afid llEblll0eB, plus.lnbEsl tlre,€on. of
ellh.r Granlof or Eonower to lader, or €ny one or mo(e qf tham, as well as all cHms by L€rdal agahEt Botrourar and GEntor or arry one or
rnore of th6ft rvltether now orGilng or harcafler edsing. whether releEd or unrslated to tte purpode of ihc Note, vlh€thBr \rokntary or
otherwts€r whsthor duo or not dus, dlroct or lndlr€st, determined or md€temhEd. atdolula or conllngenq lhuidaled or unllquidaled, whether
Bonurror br Gmnbr msy bE li8ble tndiviluBl8 or Jqidly wllh others, whethar outgaled as guarEhtor. sulety, 8ri:ommodatlon pirty or olhenrlse,
lnd whothor fecov€ty vt on auch arpunk rnsy be or hercafier may bccorns barred by any statulA of ,lmlcation6. And vrtolhar lh6 obllgaton to
r6Fey GUch amolnlg m6y be of hareansf may become othenrtrsa unenbtceable.
Granior pr6sen{y a6s'rgn9 to Lcnd€r (6lso kno,vn as Bsnolichry in lhls Oeed of Tru6t) all of Grantor's rbht, titlc, and lntsr€st ln und to sll prxpr,t
and futu're leases of ltle Proporty and all Rents fiom the Prqp+rty. ln addltion, erFrrtn gEnt$ to Lender a Unifom CotmerBlal cod6 ssciJtlty
lnt€rEctlfi lh6 Per8onal Prcpody6f,d Renls.
THIS DEEO OF TRUST, INOLUDINO THE ASSTGNMEN? OF RENT€ AND THE SECURITY INIEREST IN T}IE RENTS AND PERSONAT PROPERTY,
IS GIVEN TO SECURE (A} PAYT|EM OT THE INDEBIEDNEE6 AND (E) PERFOEIIIANCE OFANY AND ALL OBLTGATIONS UilbERTHH DEEO
OF TRUST. THIS OEED OF TRUST IS GII/EN ANO ACCEPIED ON TIIE FOLLOWNG TERIIIS:
GRANToR,g REFREEEI'ITATIONS Allo WARRANTTE€. Grahtor warlards lhal: (ef thls Qoed of Trust la aracut€d at Bonurrsrs ]€quest and nqt
at the requcsl ot LefidBt; (b) Grafitor has Ule full porv6( rlghl. and authorfly to €ntor lnto lhls Deed of Trust and lo hypolhEcale lhe Proporly;
(c) thB provlslon! of thls Deed ofTrusl do not confllo{ wlth, or r"oult ln I detBult urder any egr€€manl or ol.h6r lnskumonl tindlng upon Oraltot
ind dohot reoutt lh a vlolauon of any lgw. rEgulsuon, oourt decEe or ordsr apf,llcabl€ 'to Granlor; (d) Grantor fiBE rBlEblhhcd ed€quete m6one
of obblnlng from Borct\rer on a conurulnO baslB lnformatlo[ about Bonow€r'E flr]anslal mnditbn: and (e) lendu has madc no Epr6ontatlon
to GrEnlor ebout Bonorr/€r (lncludlng wtthout Umllaflon lho crcdltu/odfilness of Bonower).
CRANTOR.S WANER& Grantor w8l\rss Ell dOhts or ddemss adCng by reaeon of any rbne actlon' or 'lntl{cfcleno/ law, br any olh6r la\,v
whlch may prevent L€rdorfrcm bilngtng Eny acllm agalnsl Grantor. lnoludlng a clalrn ,or dsflolsncy to lh6 extent Lsnder lo orhoprlBe onlluod to
a olalm {Or d6llolengy, bstor6 or zfter Lendsr.s commBncBment ot mmplctlon of any foreolosure aalon. elthor Judlclally or by oxarclso of a
power of aale.
PAYMENT ANO PERFORMANCE. Ercepl as otlrcrulso providcd ln thlE Deed of Trust, Borro|sr and Grantrrr shaR p6y lo L€nder sll lndoblednas8
aeound by lhls Deed of Truet as i[ bacomqc due, eod Eorrower and Gnnlor ehall strlctly perfolm all lhelr respoctlw obllgatlons under fi6 NolB,
lhls DoEd of Truat, and tho Relalrd Dooumenh.
POSSESSION AHD !{AIIITENANCE 0F THE PROPERTY. Eonower and Grantor agreB that Borov/efs end Grsntof6 poaseselon and use o[ lh6
Prop6(yshall be go,e(nsd bylhg followlng provlslonsl
Posgosrlon snd Use. Unlil th9 oceunence of an Ev6nt of Default, Grantor rnay (1) remeh In possssslon and mnlrol of ltrq Propetlc (2)
RECORDATION REQUESTED BY:
ZB, N.A. dba Zions Flrst Natlonal Bank
welser Flnanclal Center
34 East Maln
Weiser, lD 83672
WHEN RECORDED MAIL TO:
ZB, N.A. dba Zlons Ftrst National Bank
Enterprlse Loan Operatlons UT RDWG 1970
PO Box 25007
Salt Lake CltY' UT 84125'0007
DEED OF TRUST AND FIXTURE FILING
THIS DEED OF TRUST is dated March 29, 2017, among Cambridge Telephone Company, an ldaho corporation,
whose address is 130 N Superior, Cambridge, lD 83610 as to Parcel 1 and Cambrldge Telephone Company, lnc., a
corporation, whose address is 130 N Superior, Cambridge, lD 83610 as to Parcel 2 ("Grantor"); ZB, N,A. dba
Zions Flrst National Bank, whose address is Weiser Financial Center, 34 East Main, Weiser, lD 83672 (referred to
below sometlmes as "Lender" and sometimes as *Beneficiary"); and Flrst American Title lnsurance Company,
whose address ls 616 North 3rd Street, Sutte 101 , Mccall, ID 83638 (referred to below as "Trustee").
CONVEYANCE AND GRANT. Forvaluable consideratioG Grantor doas hereby irreyocably grant, bargain, sell and convey ln trust, wlth power of
sale, to Trustee for the benefit of LsndEr as Beneficiary, all of Grantor's right, title, and interest in and to the following descrlbed r€al property,
tcg€th€r wlth all exlstlng or subsequently erected or affix€d buildlngs, lmprovements and fixtures; all eas€m€nts, rights of way, and
appurlenances; all water, water rights and ditch rights (including stock in utilitles wlth ditch or inigation dghts); and all olher rlghts. royalties,and profits relating to the real property, including without limitation all minerals, oil, gas, geothermal and similar matlers, (the "Real
Property") located in Boise County, State of ldaho:
Ses the exhlblt or other description document whlch ls attached to thls Deed of Trust and made a part of this
Deed of Trust as lf fully set forth herein.
The Real Properly.or its address is commonly known as Parcel 1z 7265 Highway 2{, Lowman, lD 83637; Parcel
2: 8500 Highway 21, Lowman, lD 83637. The Real Property tax identification number is RP09N07E278750;
RPo9N09E174790.
CROSS-COL1-ATEFAUZATION. ln addition to the Note, this Deed of Trust secures all obligations, debts and liabilities, plus interest theraon, of
either Grantor or Bonower to Lender, or any one or more of them, as well as all claims by Lender against Bonower and Grantor or any one or
more of them, whether now existing or hereafter arising, whether related or unrelated to the purpose of lhe Note, whether voluntary or
otherwise, whether due or not due, direct or indirect, determined or undetermined, absolute or ccintlngent, liquidated or unliquidated, whether
Bonower or Grantor may be liable individually or iointly with others, whether obligated as guarantor, surety, accommodation parly or otheruvise,
and whether recovery upon such amounts may be or hereafter may become baned by any statute of limitations, and whether the obligation to
repay such amounts may be or hereafler may become otherwise unenforceable.
Grantor presen0y assigns to Lender (elso known as Beneficiary in this Oeed of Trust) all of Granto/s right, title, and interest in and to all pres€nt
and future leases of the Properly and all Rents from the Property. ln addition, Grantor grants to Lender a Uniform Commeroial Code security
interest in the Personal Property and Rents.
THIS DEED OF TRUST, INCLUDING THE ASSIGNMENT OF RENTS A,ND THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERW,
ts GtvEN To sEcuRE (A) PAYMENT 0F THE INDEBTEDNESS AND (B) PERFORMANCE OF ANY AND ALL OBUGATIONS UNDER THrS DEED
OF TRUST. THIS DEED OF TRUST IS GIVEN AND ACCEPTED ON THE FOLLOWNG TERMS:
GRAMrOrS REPRESENTA]]ONS AND WARRANTIES, Grantor warrants that (a) this Deed of Trust is executed at Borrower's request and not
at the r€quest of Lender; (b) Grantor has the full power, right, and authority to enler into this Deed of Trust and to hypothecate the Properly;
(c) the provislons of this Deed of Trust do not conflict with, or result in a default under any agreement or other instrument binding upon Grantor
and do not result in a violation of any law, regulation, court decree or order applicable to Grantor; (d) Grantor has established adequate means
of obtalnlng from Bonower on a contlnulng basls lnformaUon about Bonower's finandal mndltlon; and (e) Lender has made no representation
to Grantor about BonowEr (including without limitation the creditworthiness of Borrower).
GRANTOR'S WAIVERS. Grantor waives all rights or defenses arising by reason of any 'bne action" or "anti-deficlency" law, or any other law
whlch may pr€vent Lender frcm bringlng any actlon agalnst Grantor, lncludlng a clalm for deficlency to the extent Lender is otherwlse entitted to
a claim for deficiency, bEfore or after Lender's commencemenl or completion of any foreclosure action, either judicially or by exercise of a
power of sale.
PAYMENT AND PERFORMANCE. Except as otherwise provided in thls Deed of Trust, Borro,trer and Grantor shall pay lo Lender all lndebtedness
socured by this Deed of Trust as it becomes due, and Bonower and Grantor shall strictly perform all their respective obllgations under the Not6,
this Deed of Trust, and the Related Documentrs.
POSSESSION AND MAINTENANCE OF THE PROPERTY. Borrower and Grantor agree that Borrower's and Granto/s possession and use of lhe
Property shall be governed by the followlng provisions:
PossessionandUee. Until theoccurenceofanEventof DEfault,Grantormay (1) remaininpossessionandc.ontrol oftheProperty; (2)
DEED OF TRUST
(Continued)Page 2Loan No: 9002
use, operate or manage the Property; and (3) collect the Rents from the Property. The following proMslons r€late to the use of the
property or to other limitations on the Property. THE REAL PROPERry lS NOT |\,1ORE THAN EIGHry (80) ACRES AND lS NOT
PRIi{CIPALLY USED FOR THE AGRICULTURAL PRODUCTION OF CROPS, LIVESTOCK, DAIRY OR AQUATIC GOODS, OR IS NOT MORE
THAN FORry (40) ACRES REGARDLESS OF USE, OR lS LOCATED WITHIN AN INCORPORATED C|TY OR VrLr-AGE.
Duty to Malntaln. Grantor shall malntaln the Property ln tenantable condluon and promptly perform all repairs, replacements, and
maintsnance necessary to preserve its value'
Compllance With Envlronmental Laws. Grantor represents and warrants to Lender that (1) During the period of Grantor's ownership of
the Property, there has been no use, generation, manufacture, storage, treatment, dlsposal, release or threatened release of any Hazardous
Substance by any person on, under, about or from the Property; (2) Grantor has no knowledge of, or reason to believe that there has
been, excepi as previously disclosed to and acknowledged by Lender in writing, (a) any breach or violation of any Environmental Laws,
(b) any use, generation, manufacture, storage, treatment, disposal, release or lhreatened release of any Hazardous Substance on, under,
about or rrom lhe Property by any prior owners or occuPants of the Property, or (c) any actual or threatened litigation or claims of any
kind by any person relating to such matters; and (3) Except as previously disclosed to and acknowledged by Lender in writing, (a) neither
Granlor nor any tenant, contractor, agent or other authorized user of the Property shall use, generate, manufacture, store, treat, dispose of
or release any Hazardous Substance on, under, about or from the Property: and (b) any such activlty shall be eonducted in compliance
with all applicable federal, stats, and local laws, regulations and ordinances, including without limitation all Environmental Laws. Grantor
authorizes Lender and itrs agents to enter upon the Property to make such inspections and tests, at Grantor's expense, as Lender rnay deem
appropriate to determine compliance of the Property with this section of the Deed of Trust. Any inspections or tests made by Lender shall
be for Lender's purposes only and shall not be construed to create any responsibility or liabllity on the part of Lender to Grantor or to any
other person. The representations and wananties contained herein are based on Grantor's due diligence in investigating the Property for
Hazardous Substances. Grantor hereby (1) releases and waives any future claims against Lender for indemnity or contribution in the
event Grantor beoomes liable for deanup or other costs under any such laws; and (2) agrees to indemnify, defend, and hold harmless
Lender against any and all claims, losses, liabilities, damages, penalties, and expenses which Lender may directly or indirectly sustain or
suffer resulting from a breach of this section of the Deed of Tru6t or as a @nsequen@ of any use, generation, manufac,ture, storage,
disposal, release or threatened release occuning prior to Granto/s ownemhip or interest in the Properly, whether or not the same was or
should have been known to Grantor. The provislons of this section of the Deed of Trus( induding the obligation to indemnify and defend,
shall survive the payment of the lndebtedness and th6 satisfaction and reconveyance of the lien of this Deed of Trust and shall not be
affected by Lende/s acquisltlon of any interest in the Propsrty, whether by foreclosure or othenflise.
Nulsance, Waste. Grantor shall not cause, conduct or permit any nuisance nor commit, permit.. or suffer any stripping of or waste on or to
th€ Propody or any portlon of the Prop€rty. Wthout llmlting the gen€rauty of the foregolng, Grantor wlll not remove, or grant to any other
party the right to remove, any timber, minerals (ncluding oil and gas), coal, day, scoria, soil, gravel or rock products without Lender's prior
written consent
Removal of lmprovsments. Grantor shall not demolEh or remove any lmprovements from the Real Property without Lenderl prlor written
consent. As a condition to the removal of any lmprovements, Lender may rgquire Graqtor to maks arrangemonts satisfactory to Lender to
replace such lmprovements w'lth lmprovements of at least equal value.
Lender's Rlght to Enter. Lender and Lende/s agents and representatlves may enter upon the Real Property at all r€asonable times to attend
to Lendefs interests and to inspect the R€al Prop€rty for purposes of Grantofs compliance with the terms and conditions of this Deed of
Trust.
Compliance with Governmental Requirements. Grantor shall promptly comply with all laws, ordinances, and regulations, now or hereafter
in effect, of all governmental authorities appncable to the use or occupancy of the Property, including without limitation, the Americans
Wth Disabilities Act. Grantor may contest in good faith any such law, ordinance, or regulation and withhold compliance during any
proceeding, including appropriate appeals, so long as Grantor has notified Lender in writing prior to doing so and so long as, in Lender's
sole oplnion, Lender's lnterests in the Property are not jeopardized. Lender may require Grantor to post adequate security or a surety bond,
reasonably satisfactory to Lender, to protect Lender's interest.
Outy to Protect. Grantor agrees neither to abandon or leave unattended the Property. Grantor shall do all other acts, in addition to those
acts set forth above in this section, which from the character and use of the Property are reasonably necessary to protect and preserve the
Property.
DUE ON S,ALE - CONSENT BY LENDER. Lender may, at Lender's option, declare immediately due and payable all sums secured by this Deed of
Trust upon the sale or transfer, without Lender's prior written consent. of all or any part of the Real Property, or any interest in the Real
Property. A "sale or transfef means the conveyance of Real Property or any right, title or interest in the Real Property; whether legal, beneficial
or equitable; whether voluntary or involuntary; whgther by outright sal€, deed, installment sale confacl land contracl, contract for deed,
teasehold interes{ with a term greater than three (3) years, lease-option mntract, or by sale, assignment. or transfer of any beneficial interest in
or to any land trust holding title to the Real Property, or by any other method of conveyance of an lnterest in the Real Property. lf any Grantor is
a corporaflon, partnership or limited liability company, transfer also includes any change ln ownershlp of more than twenty-five percent (25%) of
the voting stock, partnorshlp interests or limited liability company interests, as the case may b€, of such Grantor. Howevsr, this option 6hall not
be exercised by Lender lf such exercise is prohibited by federal law or by ldaho law.
TAXES AND LIENS. The followlng provlslons r€lating to the tax€s and llens on the Property are part of this Deed of Trust:
Paymenl Grantor shall pay when due (and in all events prior to delinquenry) all taxes, special taxes, assessments, charges (including
water and sewer), fines and impositions levied against or on account of the Properly, and shall pay when due all claims for work done on or
for servlces rendered or material furnished to the Property. Grantor shall maintain the Property free of all liens having priority over or equat
to the interest of Londer und€rthis Deed ofTrust, except for the lien oftaxes and assessments not due and except as otherwise provided
in this Deed of Trust.
Rlght to Contest. Grantor may withhold payment of any tax, assessment, or claim in connection with a good faith dispute over the
obligation to pay, so long as Lender's interest in the Property is not leopardized- lf a lien arises or Is flled as a result of nonpayment,
Grantor shall within fifteen (15) days aft6r the lien arises or, if a lien is filed, within fifteen (15) days after Grantor has notice of the fiting,
secure the discharge of the lien, or if requested by Lender, deposit with Lender cash or a sufficient corporate surety bond or other security
satisfactory to Lender in an amount sutficient to discharge the lien plus any costs and reasonable attorneys' fees, or other charges that
could accrue as a result of a foreclosure or sale under the lien. ln any contest, Grantor shall defend itself and Lender and shall safsfy any
advorse judgment before enforcement against the Property. Grantor shall name Lender as an additional obligee under any sur€ty bond
Loan No: 9002
DEED OF TRUST
(Continued)Page 3
fumished ln the contest proceedings.
Evldence of Paymant. Grantor shall upon demand fumish to Lender satisfactory evidence of payment of the taxes or assessments and shall
authoriz€ the appropriate governmental official lo deliver to Lender at any time a written statement of the taxes and assessments against
the Prop€rty.
Notlcc of Consmction. Grantor shall notify Lender at least ffieen (15) days before any work is commenced, any sorvices are fumished, or
any materials are supplied to the Property, if any mechanic's lien, materialmen's lien, or other lien could be asserted on account of the
work, seMces, or materials. Grantor will upon request of Lender furnish to Lender advanc€ assurances satisfactory to Lender that Grantor
can and will pay the cost of suct lmprovements.
PROPERTY DAMAGE INSURANCE. The following provisions relating to insuring the Property are a part of this Deed of Trust.
Maintenancs of lnsurance. Grantor shall procure and maintain policies of fire insurance with standard extended coverage endorsements on
a fair value basis for the full insurable value covering all lmprovements on the Real Propefi in an arnount sufficient to avoid application of
eny coinsurance clause, and with a standard mortgagee clause in favor of Lender. Grantor shall also procure and maintain comprehensive
general liability insurance in sucft coverage amounts as Lender may request with Trustee and Lender being named as addilional insureds in
such liability insurance policies. Additionally, Grantor shall malntain such other insurance, including but not limited to he72rd, business
interruption, and boiler insurance, as Lender may reasonably reguire. Policies shall be written in form, amounts, coverSges and basis
reasonably acceptable to Lender and issued by a company or companies reasonably acceptable to Lender. Grantor. upon request of Lender,
will deliver to Lender from time to time the policies or certificates of insurance in form satisfactory to Lender, including stipulations thal
coverages will not be cancelled or diminished without at least ten (10) days priorwritten notice to Lender. Each insurance policy also shall
include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission oi de{ault of
Grantor or any other person. Should the Real Property be located in an area designated by the Administrator of the Federal Emergency
Management Agency as a special flood hazard area, Grantor agrees to obtain and malntaln Federal Flood lnsurance, if available, within 45
days after notice is given by Lender that the Property is locat€d in a special flood hazard area, for the full unpaid principal balancE of the
loan and any prior liens on the property securing the loan, up to the maximum policy limits set under the National Flood lnsurance Program,
or as otherwise required by Lender, and to maintain such insurance for the term ofthe loan.
Appllcation of Proce€ds. Grantor shall promptly notlfy Lender of any loss or damage to the Property. LendBr may make proo{ of loss lf
Grantor fails to do so wlthin fifteen (15) days of the casualty. Whsther or not Lender's security is impaired, Lendor rnay, at Lender's
election, recefue and retaln the proc€eds of any insurance and apply th€ proceeds to th€ reduction of the lndebtedness, payment of any llen
affocting the Property, or the restoratlon and repalr of the Proper$. lf Lender elects to apply the proceeds to restoration and repair, Grantor
shall repair or replace th6 damaged or destroyed lmprovem€nts in a manner satisfactory to L€nder, Lender shall, upon satisfactory proof of
such expenditure, pay or reimburse Grar(or from the proceeds for the reasonable cost of repalr or restoration if Grantor is not in default
under thls Deed of Trust. Any proceeds whioh have not been disbursed within 180 days after their receipt and which .Lender has not
committed to the repair or restoration of the Property shall be used flrst to pay any amount owlng to Lender undor this De€d of Trust, then
to pay accrued interest, and the remainder, if any, 6hall be applied to the principal balance of the lndebtedness. lf Lender holds any
proceeds after payrnent in full of the Indebtedness, such proceeds shall be paid to Grantor as Grantor's interests may appear.
Grantor's Report on lnsurance. Upon request of Lendeq howeVer not more than once a year, Grantor shall furnish to Lender a report on
eachexistingpolicyofinsuranceshowing: (1) thenameoftheinsureq (2) therisksinsured; (3) theamountofthepolicy; (4) the
property insured, the then current replacement value of such property, and the manner of determining that value; and (5) the expiration
date of the policy. Grantor shall, upon request of Lender, have an independent appraiser satisfactory to Lender determine the cash value
replacement cost ofthe Property.
LENDER'S EXPENDTTURES. lf any action or proceeding is commenced that would materially affect Lende/s interest in tha Propefi or if Grantor
fails to comply with any provision of this Deed of Trust or any Related Documents, including but not limited to Granto/s failure to discharge or
pay when due any amounts Grantor is required 1o discharge or pay under this Deed of Trust or any Related Documents, Lender on Granto/s
behalf may (but shall not bb obligat€d to) take any action that Lender deems appropriate, including but not limited to discharging or paying all
taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on the Property and paying all costs for insuring,
maintaining and preseMng the Property. Alt such expenditures incured or paid by Lender for such purposes will then bear interest at the rate
charged under tho Note from the date incuffed or paid by Lender to the date of repayment by Grantor. All such expenses will become a part of
the lndebtedness and, at L€Me/s option, will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among
and be payable with any installment payments to bemme due during either (1) the term of any applicable insuranc€ policy; or (2) the
remainlng term of the Note; or (C) be keated as a balloon payrnent which will be due and payable at the Note's maturity. The Deed of Trust
also will secure payment of thss6 amounts. Such right shall be in addition to all other rlghts and remedies to which Lender may be entitled upon
Default.
WARRANW; DEFENSE OF TITLE. The following provisions relating to ownership of the Property are a paft of this Deed of Trust:
Title. Grantorwanantsthat (a) GrantorholdsgoodandmarketabletitleofrecordtothePropertyinleeslmple,freeandclearofall liens
and encumbrences other than those set forth in the Real Property descripiion or in any title insurance policy, title r€port, or final title opinion
issued in far,acr of, and accepted by, Lender in connection with this Deed of Trust, and (b) Grantor has the full right, power, and authority
to execute and deliver this Oeed of Trust to Lender.
Defonse of Title. Subject to the exception in the paragraph abovs, Grantor warrants and will forever defend the title to the Property against
the lawful claims of all persons. ln the event any action or proceeding is commenced that questions Granto/s title or the interest of
Trustee or Lender under this Deed of Trust, Grantor shall defend the action at Granto/s expense. Grantor may be the nominal party in
such proceeding, but Lender shall be entltled to pardclpate ln the proceedlng and to be represented in the proceeding by counsel of
Lender's own choice, and Grantor will deliver, or caus€ to be delivered, to Lender such instruments as Lender may request from time to
time to permit such participation.
Complianca With Laws. Giantor warrants that the Property and Grantods use of lhe Property complies with all existing applicable laws,
ordinances, and regulations of governmental authorities.
Survival of Representations and Waranties. All representations, warranties, and agreements made by Grantor in this Deed of Trust shall
survive the execution and delivery of this Deed of Trust, shall be mntinuing in nature, and shall remain in full force and effect until such
tim€ as Borrower's lndebtedness shall be paid in full-
CONDEMNATION. The following provisions relating to condemnation proceedings are a part of this Deed of Trust:
Loan No: 9002
DEED OF TRUST
(Continued)Page 4
proceedings. lf any proceeding in condemnation is filed, Grantor shall promptly notify Lender in writing, and Grantor shall promptly take
such stepa as may b€ necessary to defend the action and obtain the award. Grantor may be the nomlnal party in such proceeding, but
Lender shall b€ entitled to participate in thg proc€eding and to be represented in the proceeding by counsel of its own choice, and Grantor
will deliver or cause to be delivered to Lender such instruments and documentation as may be requested by Lender from time to time to
permlt such ParticiPation.
Aoolicaflon of Net Proceeds. lf all or any part of the Property ls condemned by eminent domaln proceedings or by any proceeding or
ouicnase in lieu of condemnation, Lender may at its election requirB that all or any portion of the net proceeds of the award be applied to
ihe lndebtedness or the repair or restoratlon of the Property. The net proceeds of lhe award shall mean the award aftar payment of all
reasonable costs, expenses, and attorneys'fees incurred by Trustee or Lender in connection with the condemnation-
lMpostTloN oi fAXes, FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The following provisions relating to governmental taxes,
fees end charges are a part of this Deed of Trust:
Current Taxes, Fees and Charges. Upon request by Lender, Grantor shall execute such docurnents In addition to this Deed of Trust and
take whatever other action is requested by Lender to perfect and continue Lender's lien on the Real Property. Grantor shall reimburse
Lender for all taxes, as described below, together with all expenses incurred in recording, perfecting or continuing this Deed of Trust,
including wlthout limitatlon all laxes, fees, documentary stamps, and other charges for recording or registering this Deed of Trust.
Taxes. The following 6hall constitute taxes to which this section appli€s: (1) a specific tax upon this type of Deed of Trust or upon all or
any part of the lndebtedness searred by this Deed of Trusq (2) a specific tax on Borrower which Borrower is authorized or required to
deduct from payments on the lndebtedness secured by this type of Deed of Trust; (3) a tax on this type of Deed of Trust chargeable
against the Linder or the holder of the Note; and (4) a speclflc tax on all or any portlon of the lndebtedness. or on payments of principal
and interest made bY Borrower.
Subsequent Taxes. lf any tax to which this sec'tion applies is enasted subsequent to the date of this Deed of Trust, this event shall have
the same effect as an Event of Default, and Lender rnay exercise any or all of its available remedies for an Event of Default as provlded
below unless Grantor eilher (1) pays the tax b€fore it becomes delinquent, or (2) contests the tax as provided above in the Taxes and
Liens section and deposits with Lender cash or a suffioient corporate surety bond or other security satisfactory to Lender.
SECURITY AGREEMENT; FINANCING STATEMENTS. The following provisions relating to thls Deed of Trust as a sea:rity agreernent are a part
ofthis Doed ofTrust:
Security Agreemcnt. Thls instrument shall constitute a Security.Agreement to the extent any of the Property constitutes fixtures, and
Lender shall have all of the rights of a secrred party under the Uniform Commercial Code as amended from tlme to time.
Security lnterast. Upon rBquest by Lendgr, Grantor shall take whatever action is r€quested by L€nder to perfect and continue Lenderl
security interest in thE Rents and Personal Property. ln addition to recording this Deed of Trust in the real properry Pcolds, Lender may, at
any 1me and without further authorization from Grantor, file execuled counterparts, copies or reproductions of this Deed of Trust as a
financing statement. Grantor shall relmburse Lender for all expenses lncurred in perfectlng or contlnulng thls securlty interest. Upon
default, Grantor shall not remov6, sever or detach the P8rsonal Property from th€ Property. Upon dEfault, Grantor shall assemble any. Personal Prop€rty not afftxed to the Property in a manner and al a place reasonably convenient 1o Grantor and Lender and make it available
to Lender within three (3) days after receipt of written demand from Lender to the extent permitted by applicable law.
Addresses. The mail
granted by this Deed
Deed of Trust.
FURTHER ASSURANCES; ATTORNEY.IN.FAGT. The following provislons relating to further assurances and attomey-ln-fact are a part of this
Deed of Trust:
Further Assurances. At any time, and from time to time, upon request of Lender, Grantor will make, execute and deliver, or will cause to
b€ made, executed or dellvered, to Lender or to Lender's designee, and when requested by Lender, cause to be liled, recorded, refiled, or' rerecorded, as the case may be, at such times and ih such offices and places as Lender may deem appropriate, any and all such morlgages,
deeds of trust, security deeds, security agreements, financing statements, continuation statements, instruments of further assurance,
certificates, and other documents as may, in lhe sole opinion of Lender, be necessary or desimble in order to effectuate, complete, perfect,
continue, or preserve (1) Bonower's and Grantor's obligatlons under the Note, this Deed of Trust, and the Related Documents, and (2)
the liens and security interests created by this Deed of Trust as first and prior liens on the Property, whether now owned or hereafter
acquired by Grantor. Unless prohibited by law or Lender agrees to the contrary in writing, Grantor shall reimburse Lender for all costs and
expenses incuned ln connectlon with the matters refened to in this paragraph.
Attorney-in-Fact. lf Grantor fails to do any of the things referred to in the preceding paragraph, Lender may do so for and in tho name of
Grantoiand at Grantor's expense. For such purposes, Grantor hereby irrevocably appoints Lender as Grantor's attorney-in-fact for the
purpose of maklng, execr.rting, delivering, filing, recording, and doing all other things as may be necessary or desirable, in Lender's sole
opinion, to acconiplish the maters referred to in the preceding paragraph.
FULL PERFORMANCE. lf Borrower and Grantor pay all tho lndebtedness when due, and Grantor otherwise performs all the obligations imposed
upon Grantor under this Deed of Trust, Lender shall execute and deliver to Trustee a request for full reconveyance and shall execute and deliver
to Grantor suitable statements of terminatlon of any llnanclng statement on flle €videncing Lender's security interest in the Rents and the
Personal Property. Any reconveyance fse required by law shall be paid by Grantor, if permitted by applicable law.
EVENTS OF DEFAULT. Each of the following. at Lender's option, shall constitute an Event of Default under this Deed of Trust:
Payment Default. Bonower fails to make any payment when due under the lndebtedness.
Other Defautts. Borrower or Grantor fails to comply with or to perform any other term, obligation, covenant or condition contained in this
Deed of Trust or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in
any other agreement between Lender and Bonower or Grantor.
Compliance Default. Failure to comply with any other t€rm, obligation, covenant or condition contained in this Deed of Trust, the Note or in
any of the Related Documents.
DeFault on Other Payments. Fallure of Grantor wlthin the time required by this Deed of Trust lo make any payrnent for taxes or insurance,
ing addresses of Grantor (debtor) and Lender (secured party) from which information conceming the security interest
of Trust may be obtained (each as required by the Uniform Commercial Code) are as stated on the first page of this
Loan No: 9002
DEED OF TRUST
(Continued)Page 5
or any other payment necessary to prevent liling of or to effect discharge of any lien.
Environmental Default Failure of any party to comply with or perform when due any term, obligation, covenant or conditlon contained in
any onvironmgntal agreement execuled ln connectlon wlth the Property.
DefaultlnFavorofThirdPartles. ShouldBorroweroranyGrantordefaultunderanyloan,extenslonofcredit,securltyagreement,purchase
or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Bonowe/s or any
Granto/s property or Borrower's ability to repay the lndebtedness or Bonowe/s or Grantods abllity to perform thelr respectlve obligatlons
under this Deed of Trust or any ofthe Related Documents.
False Statemenls. Any warranty, representation or statement made or furnished to Lender by Bonower or Grantor or on Borrower's or
Granto/s behalf underthls Deed of Trust or the Related Documenls ls false or mlsleading in any material respect, eilher now or at the time
made or fumlshed or becomes false or misl€ading at any time thereafter'
Defective Colhteralization. This Deed of Trust or any of the Related Documents ceases to be in full force and effect (including failure of
any collateral document to create a valid and perfected secur'rty interest or lien) at any time and for any reason.
lnsolvency. The dissolution or termination of Borrowor's or Granto/s existoncs as a going business, the insolvency of Borrower or Grantor,
the appointmenl of a receiver for any part of Borrower's or Granto/s property, any assignment for the beneft of creditors, any type of
creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or agalnst Bonower or Grantor.
Creditor or Forfelture Proceedings. Commencement of foreclosure or forfeitur€ proceedings, whether by judicial proceeding, self-help,
repossession or any other method, by any creditor of Bonower or Grantor or by any governmental agenry against any property secr..rring the
lndebtedness. This includes a gamishrnent of any of Bonowefs or Grantor's accounts, including deposit accounts, with Lender. However,
this Event of Default shall not apply if there is a good faith dispute by Borro,ver or Grantor as to the validity or rcasonableness of the claim
which is the basis of the creditor or forfeiture proc€eding and if Borrower or Grantor giv6s Lender written notice of the creditor or forfeiture
proceeding and deposits with Lender monies or a surety bond for lhe creditor or forfeiture proceeding, in an amount determined by Lender,
ln lts sole discretion, as being an adequate reserve or bond for the dispute.
Breach of Other Agreement Any breach by Borrower or Grantor under the t6rms of any othgr agreement
Lcnder that is not romedied within any grace perlod provided thereln, including without limitation
lndebtedness or olher obligation of Bonower or Grantor to Lender, whether existing now or later.
Evonls Affactlng Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the lndebtedness or any
Guarantor dies or becomes incompetent, or revokes or disput€s the validity of, or liability under, any Guaranty of the lndebtedness.
Adverse Change. A materlal adverse change occurs in Bonowe/s or Granto/s financlal condition, or Lend€r believes tha prospect of
paym€nt or performance of the lnd€btedness is impaired.
lnsecuritlt Lender in good faith believes iiself insecure.
Rlgtrt to Cure. lf any default, other than a default in payment, is curable and lf Grantor has not been glv€n a notice of a breach of the same
provision of this Os€d of Trust within the preceding twelve ('12) months, it may be cured if Grantor, after Lender sends written notice to
Borrowerdemandingcureofsuchdefaull (1) curesthedefaultwithinflfteen(15)days; or (2) ifthecurerequiresmorethanfifteen(15)
days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafier
continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.
RIGHTS AND REMEDIES ON DEFAULT. lf an Event of Default occurs under this Deed of lrust, at any time thgreafter, Trustee or Lender may
exercise any one or more of the following rights and remedies:
Notice of Default. ln the Event of Default Lender shall execute or cause the Trustee to execute a written notlce of such default and of
Lender's election to cause the Property to be sold to satisfy th€ lndebtgdness, and shall cause such notice to be recorded in the ofiice of
the recorder of each county wherein the Real Properly, or any part thereof, is situated.
Electlon of Remedles. Elec{ion by Lender to pursue any remedy shall not exclude pursuit of any other rernedy, and an election to rnake
expenditures or to take action to pertorm an obligation of Grantor under this Deed of Trust, after Grantofs failure to perform, shall not
affect Lender's right to declare a dEfault and exercise its remedies.
Accelerate lndebtedness. Lender shall have the right at its option without notice to Borrower or Grantor to declare the entire lndebtedness
immediately due and payable, including any prepayment penalty which Bonower would be required to pay.
Foreclosure. With respect to all or any part of the Real Property, the Trustee shall have the right to foreclose by notice and sale, and
Lender shall have the right to foreclose by judicial foreclosure, in either case in accordance with and to the full exlent provided by
applicable law.
UCC Rcmedies. With respect to all or any part of the Personal Propefi, Lender shall have all the rights and remedies of a secured party
under the Uniform Commercial Code.
Collect R6nts, Lender shall have the right, without notice to Bonower or Grantor to take possession.of and manage the Prop€rly and
collect the Rents, including amounts past due and unpaid, and apply the net proceeds, over and above Lender's costs, against the
Indebtedness. ln furtherance of this right, Lender may require any tenant or other user of the Prbperty to make payments of rent or use
fees dlrectly to Lender. lf the Rents are collected by Lender, then Grantor irrevocably designates Lender as GrantoCs attomey-in-fact to
endorse instruments receiv€d in payment therEof in the name of Grantor and to negotiate the same and collect the proceeds. Payments by
tenants or other users to Lender in response to Lender's demand shall satisfy the obligations forwhich the payments are made, whether or
not any proper grounds for the demand existed. Lender may exercise its rlghts under this subparagraph either in person, by agent, or
through a receiver.
Appolnt Receiver. Lender shall have the right to have a recoiver appointed to take possession of all or any part of ths Properly, with the
power to protect and preserve the Property, to operata the Property preceding foreclosure or sale, and to collect the Renls from the
Property and apply the proceeds, over and above the cost of the receivership, against the lndebtedness. The receiver may serve without
bond it permifted by law. Lende/s right to the appolntment of a recelver shall exlst whether or not the-apparent value of the Property
exceeds the lndebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver.
Tenancy at Sufferance, lf Grantor remains in possession of the Property after the Property is sold as provided above or Lender otherwise
between Borrowsr or Grantor and
arry agreement concerning any
DEED OF TRUST
(Gontinued)Page 6Loan No: 9002
becomes entltled to possesslon of the Property upon default of Borrower or Grantor, Grantor shall become a tenant at sufferance of Lender
or the purchaser of th€ Property and shall, at Lender's option, either (1 ) pay a reasonable rantal frcr the use of the Property, or (2) vacate
the ProperV immediatgly upon the demand of Lender'
Other Remedles. Trustee or Lender shall have any other right or remedy provlded in this Deed of Trust or the Note or available at law or in
equlty,
Notlce of Sale, Lender shall give Grantor reasonable notice of the time and place of any public sale of the Personal Property or of the time
after whlch any private sale or other intended disposition of the Personal Property is to be made. Roasonable notice shall mean notice
given at least ten (10) days before the tlme of the sale or disposition. Any sale of the Personal Propefi may be made in conjunction with
any sale of the Real ProPeftY.
Sale of the Property. To the extent permitted by applicable law, Borrower and Grantor hereby waives any and all rights to have the
Property marshalled. In exercising lts rights and remedies, the Trustee or Lender shall be free to sell all or any part of the Property togelher
or ieparately, in one sale or by separato sales. Lender shall be entitled to bid at any public sale on all or any portion of the Property.
Notice of sale having been given as then required by law, and not less than the time required by law having elapsed, Trustee, without
demand on Grantor, shall sell the property at the time and place fixed by it in the notice of sale at public auction to the highest bidderfor
cash in lawful money of the United States, payable at time of sale. Trustee shall deliver to the purchaser his or her deed conveying the
Property so sold, but without any covenant or warran$/ express or implied. The recitals in such deed of any matters or facts shall be
conctusive proof of the kuthfulness of such matters or facts. After deducting all costs, fees and expenses of Truslee and of this Trust,
including cost of evldence oftttle and reasonable attorneys'fees, including those in connection with the sale, Trustee shall apply proceeds
of sale to payment of (a) all sums expended under thls Deed of Trust" not then repaid with interest thereon as provided in this Deed of
trust; (b) all lndebtedness secured hereby; and (c) the remainder, if any, to the person or persons l€gelly entitled thereto.
Attorneys' Fees; Expenses, lf Lender institutes any suit or action to enforce any of the terms of this Deed of Trust, Lender shall be entitled
to recover suctt sum as the court rnay adjudge reasonable as attorneys'fees at trial and upon any appeal. Whether or not any court aotion
is involved, and to the extsnt not prohibited by law, all reasonable expenses Lender incurs that ln Lender's opinion are necessary at any
time for the protection of its interest or the enforcement of its rights shall become a part of the lndebtednsss payable on dernand and shall
bearinterestattheNoteratefromthedateoftheexpenditureuntil repaid. Expensescoveredbythisparagraphinclude,withoutlimitation,
however subject to any limits under applicable law, Lender's reasonable attorneys' fees and Lender's legal expenses whether or not there is
a lawsuit, including reasonable attorneys'fe€s and expenses for bankruptcy proceedings (including eftorts to modiry or vacate any
automatic stay or injunction), appeals, and any antlcipated post-.judgment collection services, the cost of searching records, obtaining titl€
reports (lncludlng foreclosure reports), surveyors' reports, and appraisal fees, title insurance, and fees for the Trustee, to the axtent
permitted by applicable law. Grantor also will pay any court costs, in addition to all other sums provided by law.
Rights of Trustee. Trustee shall have all of the rights and duties of Lender as set forth in this section.
POWERS AND OBLIGATIONS OF TRUSTEE. The following provisions relating to the powers and obligations of Trustee are part of this Deed of
Trust:
Powers of Trustee, ln addition to all powers of Trustee arising as a matter of law, Trustee shall have the power to take the following
actions with respect to the Property upon the writlen request of Lender and Grantor: (a) join in preparing and iiling a map or plat of the
Real Property, inctuding the dedication of streets or other rights to the public; (b) joln in grantlng any easement or creating any restriction
on the Real Properly; and (c) join in any subordination or other agreement affecting this Oeed of Trust or the interest of Lender under this
Deed of Trust.
Obligations to Notify. Trustee shall not be obligated to notiry any other party of a pending sale under any other trust deed or lien, or of any
action or proceeding in which Grantor, Lender, or Trustee shall be a party, unless the action or proceedlng is brought by Trustee.
Trustee. Trustee shall rneet all qualiflcations required for Trustee under applicable law. ln addition.to the rights and remedies set forth
above, with respect to all or any part of the Property, the Trustee shall have the right to foreclose by notice and sale, and Lender shall have
. the right to foreclose by judicial foreclosure, in either case in accordance with and to the full extent provided by applicable law.
Successor Trustee, Lender, at Lender's option, may from time to time appoint a successor Trustee to any Trustee appointed under this
Deed of Trust by an lnstrument executed and acknowledged by Lender and recorded in the office of the recorder of Boise County, State of
ldaho. The instrument shall contain, in addition to all other manerc required by state law, the names of the original Lender, Trustee, and
Grantor, the book ahd page where this Deed of Trust is recorded, and the name and address of the successor trustee, and the lnstrument
shall be executed and acknowledged by Lender or its successors in interest. The successor trustee, without conveyance of the Properly,
shall succeEdtoall th€title,power,anddutiesconferredupontheTrusteeinthisDeedofTrustandbyapplicablelaw. Thisprocedurefor
substitution of Trustee shall govern to the exclusion of all other provisions for substitution.
NOTICES. Any notice required to be given under this Deed of Trust, including without limitation any notice of default and any notice of sale
shall be given in writing, and shall be effectlve when actually delivered, when actually received by telefacsimile (unless otherwise required by
law), when deposited with a nationally recognized ovemight courier, or, if mailed, when deposited ln the Unlted States mall, as first class,
certified or registered mall postage prepaid, directed to the addresses shown near the b€ginning of this Deed of Trust. All copies of notices of
foreclosure from the holder ofany lien which has priority over this Deed ofTrust shall be sent to Lender's address, as shown near the beginning
of this Deed of Trust. Any party may change lts address for nolices under this Deed of Trust by giving formal written notice to the other
parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Grantor agrees to keep Lender informed
at all times of Grantor's cunent address. Unless otherwise provided or required by law, if there is more than one Grantor, any notice given by
Lender to any Grantor is deemed to be notice given to all Grantors.
DISPUTE RESOLUnON. This section contains a Jury waiver, arbitration clause, and a class action walver. READ lT CAREFULLY,
This dispute resolution provision shall superseie and replace any prior "Jury Waiver," "Judicial Reference," "Class Action Walver,"
"Arbitration," "Dlspute Resolution," or slmilar alternative dispute agreement or provision between or among the parties.
JURY TRIAL WAIVER; CLASS ACTION WA.IVER. As permited by applicable law, each oarty walves thelr respective Iights to a trial before a
iury ln connection with anv Dispute (as 'Dispute" is hereinafter defined), and Disputes shall bo resolved bv a iudge sitting without a iury. lf a
court determines that this provision is not enforceable for any reason and at any lime prior to trial of the Dispute, but not later than 30 days
after entry of the order determlning thls provislon is unenforceable, any party shall be entitled to move the court for an order compelling
arbitration and staying or dismissing such litigation pending arbitration ("Arbltration Orde/'). lf permitted by applicable law, each party also
Loan No: 900?
DEED OF TRUST
(Continued)Page 7
walves tha rlght lo lltloate ln court or an arbitratlon oroceedino anv Dlsoute as a class actlon. eilher as a member of a class or as a
feprgsenlatlve. or to act es a Drivate attornev general..
ARBITRATION. lf a claim, dispute, or controversy arises b€tw€en us with respect to this Agrgement, reEted agreements, eEny_elhe!
aoreement or buslness relatlonshln between anv of us whelher or not related to the sublect malter of this Aoreement (sll of the foregoing, a
"DIspute";, and only lf a jury trial waiver is not permitt€d by applicable law or ruling by a court, any of us may requke that the Dispute be
resotved by blnding arbitratlon before a slngle arbltrator at the request of any party. By agreelno to arbltrate a Dlspute. each party gives uo any
rloht thal oartv mav havqto a jury trial. as well as other riohts thal party would have In court that ate not available or are more limited in
arbltration. such as the rights to dlscovery and to aooeal,
Arbitration shatl bE commenced by filing a petition with, and in accordance with the applicable arbitration rules ol JAMS or National Arbitration
Forum ("Administrator") as selecled by the initiating party. lf the parties agree, arbitration may be commenced by appointment of a licensed
aftorney who is selected by the parties and who agrees to conduct the arbitration without an Administrator. Disputes include matters (i) relating
to a deposit account, application for or denial of credit, enforcement of any of lhe obligations we have to each other, compliance with applicable
laws and/or regulations, performance or services provided under any agreement by any party, (li) based on or arlslng from an alleged tort, or (iii)
involving either of our employees, agents, affiliates, or assigns of a party. However, Disputos do not include the validity, enforceability,
meaning, or scope of this arlcitration provision and such mattefs may be determined only by a court. lf a third party is a party to a Dispute, we
eaoh will consent to including the third party in the arbitration proceeding for resolving the Dispute with the third party. Venue for the
arbitration proceeding shall be at a location determined by mutual agreement of the parties or, if no agreement, in the city and state where
lender or bank is headquartered.
After entry of an Arbltration Order, the non-moving party shall commence arbitration. The moving party shall, at its discretion, also be entitled
to c.ommencs arbitration but is under no obligation to do so, and the movlng party shall not ln any way be adversely prejudiced by electing not to
commencearbitration. Thearbitrator:(i)will hearandruleonappropriatedispositivemotionsforjudgmentonthepleadings,forfailuretostate
a claim, or for full or partial summary judgment; (ii) will render a decision and any award applying applicable law; (iii) will give effect to any
lirnitations period ln determlnlng any Dlspute or defense; (iv) shall enforce the doctrines of compulsory counterclaim, res judicata. and oollateral
estoppel, if applicable; (v) with regard to motions and the arbitratlon hearing, shall apply rules of evldence govemlng clvil cases; and (vi) will
apply the law of tho state specified in the agreement giving rise to the Dispute. Filing of a p€tition for arbitration shall not prevent any parly
from (i) seeking and obtaining from a court of cornpetent jurisdiction (notwithstanding ongoing arbitration) provisional or ancillary remedies
including but not llmlted to lnjunctive rellef, property preservatlon orders, foreclosure, evictlon, attachment, replevin, gamishment, and/or the
appointment of a r€celv€r, (ii) pursuing nonjudicial foreclosure, or (il) a\€ltlng ltsolf of any self-help remedies such as selof and repossession.
The exercise of such rights shall not constitut€ a waiver of the right to submit any Dispute to arbitration.
Judgment upon an arbitration award rnay be entered in any court having jurisdiction except that, if the srbitration award exceeds $4,000,000,
any party shall be entltled to a d€ novo appeal of the award beforE a panel of three arbltrators. To allow for such app€al, If the award (including
Administrator, arbitrator, and attorney's fees and costs) exceeds $4,000,000, the arbltrator will issue a written, reasoned decision supporting
ths award, including a statement'of authority and its application to the Dispute. A request for de novo appeal must be liled with the arbitrator
within 30 days followlng thE date of the arbltratlon award; if such a request is not made within that tlme period, the arbitration decision shall
become final and binding. On appeal, the arbitrators shall review the award de novo, meaning that they shall reach thelr own findings of fact
and conclusions of law rather than defening in any manner to the original arbitrator. Appeal of an arbitraton award shall be pursuant to the
rules of the Administrator or, if the Administrator has no such rules, then the JAMS arbitration appellate rules shall apply.
Arbitration under this provision concems a transaction involving interstate commerce and shall be Ooverned by the Federal Arbitration Act, I
U.S.C. sec. 1 et seq. This arbitration provision shall survive any termination, amendment, or expiration of this Agreement. lf the terms of this
provision vary from the Administrato/s rules, this arbitration provision shall control.
RELIANCE. Each party (i) certifies that no one has represented to such party that the other party would not seek to enforce jury and class
action waivers in the event of sult, and (ii) acknowledges that it and the other parly have been induced to enter into thls Agreement by, among
other things, the mutual waivers, agreements, and certifcations in this section.
UNLAWFUL USE, MEDICAL MARIJUANA, CONTROLLED SUBSTANCES AND PROHIBITED ACTIVITIES, The undersigned shall not use, occupy,
or permit the use or occupancy of any Property or Collateral by the undersigned or any lessee, tenant, licensee, permitee, agent, or any other
person in any rnanner that would be a violation of any applicablo federal, state or local law or regulation, regardless of whether such use or
occupancy is lawful under any conflicting law, including without limitation any law relating to the use, sale, possession, cultivation,
manufacture, dlstribution or marketing of any controlled substances or other conhaband (whether for commercial, rnedical, or personal
purposes), or any law relating to the medicinal use or distribution of marijuana (collectively, "Prohiblted Activlties"). Any lease, license, sublease
or other agreement for use, occupancy or possession of any Property or Collateral (collectively a "lease') with any third person ("lessee") shall
expressly prohlbit the lessee from engaglng or permitting others to engage in any Prohibited Activities. The undersigned shall upon demand
provid€ Lender with a wriften statement setting forth its compliance wlth thls seciion and stating lvfiether any Prohibited Activities ere or may
be occuning in, on or around the Propefi or Collateral. lf the undersigned becomes aware that any lessee is likely engaged in any Prohibited
Activities, The undersigned shall, in compliance with applicable law, terminate the applicable lease and take all aciions permitted by law to
discontinue such actlvitles. The underslgned shall keep Lender fully advised of its actlons and plans to comply with this section and to prevent
Prohibited Activities.
This section is a material consideration and inducement upon which Lender relies in extending oredit and otherfinancial accommodations to th€
underslgned. Fallure by the undersigned to comply with this section shall constitute a material non-curable Event of Default. Notwithstanding
anything in this agreement, the Note or Related Documents regardlng rights to cure Events of Default, Lender is entitled upon breach of this
section to immediately exercise any and all remedies underthis agreom€nl, the Not€ the Related Docurnents, and by law.
ln addilion and not by way of limitation, the undersigned shall indemnifo, defend.and hold Lender harmless from and against any loss, claim,
damage, liabillty, fine, penalty, cost or expense (including attorneys' fees and expenses) arising from, out of or related to any ProhibitedActivities at or on th6 Prop€rty or Collateral, Prohibited Activities by the undersigned or any lessee of th€ Property or Collateral, or the
undersigned's breach, violation, or failure to enforce or comply with any of the covenants set forth in this section. This indemnity includes,without limitation any claim by any governmental entity or agency, any lessee, or any third person, including any governmental action-for seizure
or forfeiture of any Property or Coltateral (wlth or without compensation to Lender, and whether or not Property or Collateral is taken free of or
subject to Lender's lien or security interest). As used in this section, the word "undersigned" does not lnclude Lender or any individual signing
on behalf of Lender.
DOCUMENT IMAGING, Lender shall be entitled, in its sole discretion, to image or make copies of all or any selection of the agreements,
Loan No: 9002
DEED OF TRUST
(Continued)Page 8
instruments, documents, and items and records governing, arising from or relating to any of Borrower's loans, including, without limltatlon, this
document and the Related Documents, and Lender may destroy or archlv€ th6 paper originals. The parties hereto O waive any rlght to insist or
require that Lender produce paper originals, (ii) agr€€ that such images shall be accorded the sarne torce and effect as the paper orlglnals, (lii)
agree that Lender is entitled {o use such images in lieu of destroyed or archived originals for any purpose, lncluding as admissible evidence in
any demand, presentment or other proceedings, and (iv) furher agree that any executed facsimile (faxed), scanned, or other imaged copy of this
dobument or any Related Documentshall be deemed to be ofthe same force and effect as the orlginal manually executed document.
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Deed of Trust:
Amendments. This Deed of Trust, together with any Related Documents, constitutes the entire understanding and agreement of the parties
as to the matters set forth in this Deed of Trust. No alteration of or amendment to thls Deed of Trust shall be effective unless given in
writing and signed by the party or parties sought to be cfrarged or bound by the alteration or amendment.
Annual Reportr. lf the Property ls used for purposes other than Grantor's residence, Grantor shall furnish to Lender. upon request, a
certified statement of net operating income received from the Property during Grantods previous fiscal year in such form and detall as
Lender shall require. "Net operating income" shall mean all cash receipts from the Property less all cash expenditures made in connection
with the operation of the Property.
Caption Headings. Caption headings in this Deed of Trust are for convenience purposes only and are not to be used to interpret or define
the provisions of this Deed of Trust.
Merger. There shall be no merger of the interest or estate created by this Deed of Trust with any other interest or estate in the Property at
any time held by or for the benefit of Lender in any capacity, without the written consent of Lender.
Governing Law. Thls Deed of Trust will be governed by federal law applicable to LendEr and, to ths extont not preemptad by federal law,
the laws of the Stale of ldaho without regard to its conflicts of law provisions. This Deed of Trust has been accepted by Lender in the
State of ldaho.
Choice of Venue. lf there is a lawsuit, Grantor agrees upon Londefs request to submit to the jurisdiction of the courts of Ada County,
State of ldaho.
Joint and Sevoral Llablllty. All obligatlons of Borowsr and Grantor under this Deed of Trust shall be joint and several, and all references to
Grantor shall m€an 6ach and every Grantor, and all references to Borrower shall mean each and every Borrower. Thls means that each
Grantor signlng below is responsible for 8ll obligations in this Deed of Trust. Where any one or more of the pa.ti6s is a corporation,
partnership, limited liability company or similar entity, it is not necessary for Lender to inquire into the powers of any of the officers,
direc,tors, partners, m6mbers, or other agents acling or purporting to act on the entlty's behalf, and any obligations made or created in
retiance upon the professed exeroise ofsuch powars shall be guarant€od under this Deed of Trust.
No Walver by Lender. Lender shall not be deemed to have waived any rights under this Deed of Trust unless such waiver is given ln wrhing
and signod by Lsnder. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any
other right. A waiver by Lender of a provision of this DEed of Trust shall not prejudice or constitute a waiver of Lende/s right otherwise to
demand strict cornpliance with that provision or any other provision of this Deed of Trust No prior waivEr by Lend€r, nor any course of
dealing between Lender end Grantor, shall constitute a waiver of any of Lender's rights or of any of Granto/s obligations as to any fufure
transactions. Wh€never the consent of Lender Is required under this Deed of Trust, the granting of such consent by Lender in any instance
shall not constitute continuing consent to subsequent instanc€s whgre such consent is required and in all cases such consent may be
granted or withheld in the sole discretion of Lender,
Sevorability. lf a court of competent jurlsdlctlon finds any provision of lhis Deed of Trust to be illegal, invalid, or unenforceable as to any
person or circurhstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as.to any other person or
circumstance. lf feaslble, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. lf the
ofiending provision cannot be so modified, it shall be considered deleted from this Deed of Trust. Unless otherwise required by law, the
illegality, invalidity, or unenforceabllity of any provislon of this Deed of Trust shall not affect the legality, validity or enforceability of any
other provision of this Deed of Trust
Successors and Assigns. Subject to any limitations stated in this Deed of Trust on transfer of Grantor's interest, this Deed of Trust shall be
binding upon and inure to the benefit of the parties, their successors and assigns. lf ownership of the Property becomes vested in a person
other than Grantor, L€nder, withoul notice to Grantor. may deal with Grantor's successors with reference to this Deed of Trust and the
lndebtedness by way of forbearance or extension without releasing Grantor from the obligations of this Deed of Trust or liability under the
lndebtedness.
Time ls of the Esssncg, TimE is of the essgnce in the performance of thls Deed of Trust.
Waiver of Homestead Exemptlon. Grantor hereby releases and waives all rights and benefits of the homestead exemption laws of the State
of ldaho as to all lndebtedness secured by this Deed of Trust.
DEFINITIONS. The following capitalized words and t€rms shall .have the following meanings when used in this Deed of Trust. Unless
specifically stated to thE contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words
and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not
otherwise defined in this Deed of Trust shall have lhe meanings attribuled to such terms in the Uniform Commercial Code:
Beneficiary. The word "Beneficiary" means ZB, N.A. dba Zions First National Bank, and its successors and assigns.
Borrower. The word "Borrower" means Cambridge Telephone Company; and CTC Telecom, lnc. and includes all co-signers and co-makers
signing the Note and all their successors and asslgns.
Deed of Trusl. The words "Deed of Trusf' mean this Deed of Trust among Grantor, Londer, and Trustee, and includes without limitatlon all
assignment and security interest provisions relating to the Personal Property and Rents.
Dafault The word "Default" means the Default set forth in this Deed of Trust in the section titled "Default",
Environmental Laws. The words "Environmental Laws" mean any and all state, federal and local statutes, regulations and ordlnances
relating to the protection of human heatth or th6 environment, including without limitation the Comprehensive Environmental Response,
Compensation, and Llablllty Act of 1980, as amended,42 U.S.C. Section 9601, et seq. ('CERCLA"), the Superfund Amendments and
Reauthorization Act of 1986, Pub. L. No. 99-499 ('SARA"), the Hazardous Materials Transportation Acl, 49 U.S,C. Section 1801, et seq.,
Loan No: 9002
DEED OF TRUST
(Contlnued)Page 9
the R€sourc€ Cons€rvation and Recovery Act, 42 U.S.C^ Section 6901, et seq., or other applicable state or federal laws, rules, or
regulations adopted pursuant thereto.
Event of Default The words "Event of Default" mean any of the events of default set forth in this Deed of Trust in the 6vent6 of defauh
soction of this Deed of Trust.
Grantor. The word 'Grantof means Cambridge TelephonB Company, an ldaho corporation; and Cambrldge Telephone Company, Ino., a
corporation.
Guaranlor. The word "Guaranto/' means any guarantor, surety. or accommodation party of any or all of the Indebtedness.
Guaranty. The word "Guaranty' means tho guaranty from Guarantor to Lender, including without limitetjon a guaranty of all or part of the
Note.
Hazardous Substances. The words "Hazardous Substances" mean materlals that, because of their quantity, concentration or physical,
chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when
improperly used, treated, stored, disposed of, generated, manufactured, hansported or otherwise handled. The words nHazardous
Substances" are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or
waste as defined by or list€d under the Environmental Laws. The term "Hazardous Substances" also includes, without limitation, petroleum
and petroleum by-products or any fraction thereof and asbestos.
lmprovements. The word "lmprovements" means all existing and future improvements, buildings, structures, mobile homes affixed on the
Real Property, facilities, additions, replacements and other construction on the Real Property.
lndebtedness. The word 'lndebtedness' means and includes without limitation all L@ns, together with all other obligations, debts and
liabilitles of Borrower to Lender, or any one or more of them, as well as all claims by Lender against Borrower, or any one or more of them;
whether now or hereafter exlsting, voluntary or involuntary, due or not due, absolute or contingent, liquidated or unliquidated; whether
Borower may be liable individually or jointly with others; whether Borrower may be obligated as a guarantor, surety, or otherwise; whether
recovery upon such indebtedness may be or hereafter may become baned by any statute of limitations; and whether such indebtedness
may be or hereater may become otherwise unenforceable.
Lender. The word 'Lender" means ZB, N.A. dba Zlons First Natlonal Bank, lts successors and assigns.
Note. The word "Note" means the promissory note dated March 29, 2017, an the original prlnclpal amount of $2,693,590.02
from Bonower to Lende( together with all renewals of, extensions of, modilications of, reftnanoings of, consolidations of, and substitutions
for the promissory note or agreement.
Personal Property. The words 'Personal Property' rnean all equipment, fixtures, and oth6r articles of personal prop€rly now or hereafier
owned by Grantor, and now or hereafter attached or afiixed to the Real Property; together with all accesslons, parts, and additions to, all
replaoements of and all substitutlons for, any of such proparty; and together wlth all proceeds (including without limitation all insurance
proceeds and refunds of premiums) frcm any sale or othor disposition of th€ Property.
Proporty. The word "Propefi" means collectively the Real Property and the Personal Property.
Real Propefi. ThE words "Real Property' mean the real property, interests and rights, as further described in this Deed of Trust.
Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, security
agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other lnsfuuments, agreements and documents,
whether now or hereafter existing, executed In connection with the lndebtedness; except that the words do not mean any guaranty or
environmental agreement, whether now or her€aftEr existing, executed in connectlon with the lndebtedness.
Rents. The word "Rents" means all present and fufure rents, revenues, income, issues, royalties, profits, and other benefits derived from
the Property.
Trus{ee. Theword"Trustee"meansFirstAmericEnTltlslnsuranceCompany,whoseaddressls6l6Norh3rdStreet,Suitel0l,McCall,
ID 83638 and any substitute or successor trustees.
EACH GRANTOR ACKNOWLEDGES HA.VING READ ALL THE PROVISIONS OF THIS DEED OF TRUST, A,ND EACH GRANTOR AGREES TO ITS
TERMS.
GRANTOR:
TELEPHONE , AN IDAHO CORPORATTON
Telephone Company, an ldaho
TELEPHONE INC., A CORPORATION
Telephone Company, lnc., a corporation
Loan No: 9002
DEED OF TRUST
(Gontinued)Page 10
STATE OF Eda-*rt],
CORPORATE ACKNOWLEDGMENT
Residing at
CORPORATE ACKNOWLEDG NT
SS
COUNTY OF
day
an
or
executed same.
My commisslon explres 9-t40 22_
State of ldaho
STATE OF frr, )rt-V
o, U 9, nlt ,oa&,-n:ss
COUNTY
that
to be an aulhorlzed signer of Cambridge Telephone Company, Inc., a
the instrument or person who exectited the instrument on behalf of said corporation, and acknowledged to me that such
executed
Reslding at
My commisslon explres 2-J^ea
REQUEST FOR FULL RECONVEYANCE
([o be used only rvtren obligations have been paid in full)
fo: Trust€E
The undersigned ls th6 legal own6r and holder of a[ lndebtedness secured by this Deed of Trust. AII sums secured by this Deed of Trust have
been fully paid and satisfied. You are hereby directed, upon payment to you of any sums owing to you under the terms of this Dsed of Trust or
pursuant to any applicable statute, to cancel the Noto secured by this Deed of Trust (whlch ls delivered to you together with this Deed of Trust),
and to reconvey, without warranty, to the parties designated by the terrns of this Deed of Trust, the estate now held by you under this Deed ofTrust. Please mail the re@nveyance and Related Documents to:
Date:Beneficiary:
By:
Its:
DANA LYNNE MUNDEi{
DANA LYNNE MUNDEN
Notary Public
State of ldaho
LaserPro, Ver. 16.4-10.O54 Copr. D+H USA Corporation 1997,2017- Alt Rights Reserved
PR.ZSCL
- tD clcoMML\cFr\LPL\G01.FC TR-190833
Exhibit A
Parcel 1:
A, TRACT OF I*ND BEING A PORTIOI'I OF HOMEfIEAD ENTRY sUR'I/EY NO" 48 AND LYII{G iI,{ A
FORTION OF LOT 5 OF SEC]ION 77 OF TOVdNSHIP I NORTHT RANGE 7 EASr. tsOI9E MERTDTAN,
AND MORE PARI1CUI-ARIY DffiCRIBED AS FOLLOW$:
COMI{ENCTNG AT I4EANDER CORNER NO. 3 OF I.iOMESTEAD ENTRY SURVEY NO" 48,
IDEt'lTICAtr-Wfit{ M,EANTCIERC0RNf;R OF F'RACFIOITALSECTION$ 27 ANO 34 Of TOWNSHIF I
NORTH, RAt{cf 7 EASTf EOTSE MER.IDIANi BEING APPROXIMATETY 2,275,68 FEETEASTERLY
FRCIM THE t'lSR/ffiWEST CSR'NER OF SAjD sEemON J4; Tt'lEtrlCE SOUTH 89 DEGREES 30115'
EASI ALOFIG THE NORTH Ul.lE OF SAIS SEgffON 34 & Dlgl-ANCE Of 360.56 FEET; THEt*eE
SOI"JTH 30 DEGftEffi 12?S!' 8A5T202.69 FHETTO A POINT; THENCE SOUTH 73 DECiR.EE$
46'00" EAST 25&,44 FEf;TTO A P0illfrj THENcfi SOUTI{ 7S DHGREES 58'00" EAST 7-l.88 FEET
TO A 8RA5$ CAP; TI{ENCE NORTH 4 DEGREES 14'00o VJEST 586"87 FEETT0 A ERASS CAp
MARKING TIIE NORT,fMESTCORNER OF LOTS OFTHE LOWT4.&N INN NO. 2 SI.'EDTVI5ION;
THENCE NORTH 85 OEGREES 4600F EAST 150.00 FEETTO A POINT; T}-IENCE IIORTH 4
DEGREES 14O0. WE5r201.94 FEETTO THE REAL POTNTOf BEGINNING;'tttENCE NoRTH 4
DEGREES 14'00'VVE5T10 FEETTOA POIfiI THENCE ALONG AN ARC HAVING A MDIUS Or20
FEf;TANP A LfrNqH OF 34.S/ FEEf BEARTNG NORT}T 53 DEGREES 45'O4U WESTTO A POINT
ON THE SOUTH RIGHT OF WAY OF IDAHO SIATE HIGHWAY NO. 21; THENCE SOUTH 4
DEGREES 14' 00' EAST 29.34 FEET; THENCE NORTH 85 OEGREES 46'00* IAST 23,48 FEEI TO
THE REAL POTNT OF BEGINiIING.
Parcel 2:
A PART OF THE NORTFI y2, SECTION 17, TgN, RgE, 8.M. It'i BOISE COUNTY, IDAIIO F,IQRE
PARTiCULARLY DESCRIBED TO \&IiT:
COFIMET\ETNG/+T CORNER NO. 1 OFTR/ICT A H.E.S 337 ACCORDING TO TIIE OFFICIAL PI.AT
THEREOF, THENCE NORTI.! 73"O7'A2'EAST 1186,46 FEET TO A POINT ON THE NORTHERLY
HIGHUfAY RIGHT OF Ur'AY, THE II{ITIAL POINT OF THIS DESCRIPTION; THENCE NORTI.I
tl"Z2'95" EAST 288.37 FEEI THENCE SOUTI'I 88"45'49" EAST242.62 FEET; THENCE SOUTH
84"3730U EAST 372.18 FEET TO A POiNT Ot\I THE NORTHERLY IJIGHVVAY RIGHT OF VIAY;
THENCE SOUTH 69"18'00'\'/EST 4OB.O9 FEET ALONG SAID NORTHERLY RIGHT OF VfAY THIS
BEING THE BASiS OF BEARII{G; THENCE ALONG A SPIRAL CURVE TO Tt'lE RIGI"ITALONG SAID
RiGt'lT OF VtrAY, hIAVING A CENTRAL A.N6[-E OF 1"30'AND A LEI{GTI'I OF 147.38 FEET; AND
VTIHOSE CHORD BEARS SOUTI.I 69047'45'' VVEST 1UI7.3B FEET; THENCE ALONG A CIRCULAR
CUR,VETO THE RiGHT ALONG SAID RIGHT OF WAY HAViNG A CENTRAL ANGLE OF 3"15'31", A
RADIUS OF 2764.79 FEET AND WHOSE LONG CHORD BEARS SOUTI.I 72A25'45N WE;.| 757,22
FEET TO THE INITIAL POINT OF THIS DESCRIPTION.
I tffiffi tilrrfiilffi fl rfrrffi rffi ilil ffi flil
'00ZFN-3O93 I 47%0000 LOA|.IAGG'
BUSINE$S LOAN AGREEMENT
R6f6r€nces h th6 boxe3 abor€ are br Lende/s use only and do not llrnit lhe appllcability of thls documenl to any partkiltar loan orftem.Any item above conlsaning rt*i( has be€[l omitted due to ta)d lengtl limitatlons.
Borrower:C.mbridga Tcl.phore Company
CTC Tetocom, loc.
130 N Superior
Cambridge,lD 83610
Lendef ZB, N.A.dbaZions Fh6tNetional Bank
Weiser Flnanctal Cent€.
34 East ltilain
Weiso., lo 83672
THIS BUSII.IESS LOAN AGBEEIvIENT dal€d March 29, 2017,ls mado and €xectrted between Camkidgc Talephono Company; and CTC Telecom,
tflc. ('Borrotlef) and ZB. NA dba Zons Fltst Natlonat Bank ('Lendef) o{t fhe following tenne and condltjons. Bofiowcr has r€celved pilor
comrirerclal foans from I*nder ot has applied to knder tor a commercial loan or loans ot o(her financhl accommodations. includlng {ho6€ rvhich
may be dGscrlbed on ,ny exhhit or echEdule attached to this Agrcement Borrower urderstaads and agraes lhag (A) ln grantlng, reneirirg, or
extonding any Loan, Lendel k ravng upon Borrowe/s repr€f,entations, wartanties. and agrscmentE as set forth ln this Agr€emenq (8, the
grantlng, Enewing, or ertondiqg of any Loan by L.n(b! at all ttmos shall be sublect to Lender'f, 6016 judgmont arrd discellon; and (C) all sucrr
Urans 6hall b€ and rcmlin subioct to the torm$ and c,ondllions of thls A'gr6€met*.
TERi,t Thls Asrsemont shal b€ efrectlve as of March 29, 2017, and shdl colltlnuo h full force and erect rgttil such dms as all of Borrorver's
Loans in favor of Lender havc b€on paid in full, lndudlng prhcipal, interast, co8ts, oeerEss, attrm€ys'f€es, and oth6r f6es aod cfiarg€s, or
until such tlma as lh6 p€rfss may agte€ ln writing to tomirEto ihis Agre€ment.
AOVAIICE AUTHORITY. The follouring petsoo or potrons aro authorized to request aclvanc€€ and authorlze paymonts under lhe loan ufitI
Lender rocelv€3 tom Bonow6. at Lenda/e address shown abovo, written nolice of rgvocatlon of sucfi authodty: Rlcnard A. Uylgglns, Preildant
of Canrbr{dgc Teleghone Companl ..td Richard A. Ittlgglne, Prasldcnt of CTc Tclecom, lnc,
COHDI?ION:I PRECEDENT TO EACH ADVAHCE L6nde/s obllgratlon lo makB th6 inltial Ad nc6 and 6ach subGoquent Advance und6r this
Agreernont shall be 6uqFd to the fu$lknont to Lendefs 6athf,acliofl ol afi d tho oondtions s5t fo(h in thb Agll€mant and h th6 RelatEd
DocumonB.
Loan Doclnents- Borlolvar 3hall ptol,id€ to Lsoder the following doarrnenG for lhe Loan: (f ) tho Noto; (2) SEcurtty Ag.€em€nts
giranling to Lender s€curity int€rests in lhe Collateral (3) financir€ statsments 6nd all othor documents perf6cting L6nde/s Socurity
lrter€st8; (4) avidence of insuraroe as requhed belowi (5) guaraoties; (6) lognth€r with afl $lch Rolatod Ooqrments as L€nder rnay
requto lor lho Loan; a[ ln brm and substance sadsfactory to Londsr and Lendgfs couns€1.
gormwefs Authorization. Boftowor 6hall hav€ provlded in form and cub€tanco satisfaetory to Lender propedy c6rtifi6d resdullons, duty
autho.izhg the execrrtion and dsnv€ry of lh;6 Agro€ment, thB Nde and the Related Documonls. tn addllion, Borowsr sllall haiE provided
. srch other resotrtions, authotlza{lons, dodments and instrurnents as l€nder or its counsel, rnay r6quhe.
Payment of Fees and Expnses. Bono*,er shall have paid to Lsnder all fuos, charges, arrd o{her exp€tues which sr6 then due and payabh
as sp€dfied in thh Agreementor aoy Retalad Do(xment,
Ropresontations and 'lillarrantlec. Th€ r€prEsontailons and warantieB set Sorth in this Agreement, in th6 Rolat€d DodrmenG, and in any
docurnent or ca(ificate dellvered to lsnder under this Agteom€nt aro true and correct.
l.lo Edrnt of Defautl There shall not exist at the tirne of any Advanc€ a condition $hich would conslftute an Event of Dofault under this
Agreement or und6r 6ny Rslated Document
MULTIPLE gORROWERS. This Agreem€nt has b€€n executed by mulilplG obligors who are r€ferred to in this Agreement indMdually, collet*ivoly
and lnterchangoably as "Bononrer.' Unles8 specifically statod to h6 conkary, the word "Bonowef as used in thls Agroemsnt, lnduding
wlthout ltmthtjon all rspres€ntatlons, wanantles and covenants, shall lnclude all Bonowers. Borower understands and agrees that, with or
without nolicg to any one Bonower, Lander may (A) make on6 or mor€ addltonal secured or unsecurad loans or otho(wise oxtond addrtional
cre<f,t wlth Gspect lo any oth€r Bonower; (B) wlth rBsped to any oth€r Bormwer alter, compromis€i renav. oxt€nd, acc€lerat€, ot olhentise
ctrange ona or (none times lh6 tirno for payment or other terms of any indebtednBss, including increasas and decroases of the rale of in{erest on
the indebt6dnee6: (C) exchange, 6nfiorc€, waive. subordlnate, fail or doclde not to pofect, and release any s€curlty. with or without {he
substltsuon of n6$, collataral: (D) release, substihrto, agre€ not to su6, or deal with any on6 or more of 8ofiowe/s or any othet Eorro'\^r6r's
sur€U€G, endorsars, or other guarantor8 on any Grms or in any manner Lend€r may clroose; (4 determin€ how. when and what appllcatlon of
payfierts ard credltrE shall be made on any indobtednsss: (F) apply such s€curi{y and dirEct the order or manner of salB of any Collatgral,
lncluding without timltation, any non-irdicisl sals pefinlttsd by the terms of the contrdling socrrrity agraement or de€d of lrust. as Lcnder in its
dlscretion may d€terrfiine: (G) sell, lransfar, assign or grant parlicipauofls in all or any part of the Loan; (H) exeldse or reftaln ftom exercising
any dghts agalnsl Borrotv€r or olhers, or oth6rwiso ac1 or refaln lrom ac'tlng; (l) sgtllo or cofipromlso any indebtednegr: and (J) subordlnat€
lh€ payment of all or any part of any of Bonowe/s ind€bledn8s to bnder to the payment of any liabilities which may be du6 Lender or others.
REPRESEi,ITATIoNS AflD WARRANTIES, Borower represents and wananb to Lender, as of the dat6 of lhls Agr€em6nt, as of the date of each
dishjrs€mBnt of loan proceeds, as of the date of any ren6wal, extension or modiiicatiofl of any Loan, and at all times any lodebtedrEss exists:
Organizatton. Cambridge Telophone Company is a corporation fior profit whlch ls. and at all limes shall b6, duly organlzed, validly existing,
and in good standing under and by virtue of lhe laws of the Sht€ of ldaho. Cambridge Tolephone Company is duly autlorized lo lransact
busio8ss in all oth6r states in whlch Gambridge Telephone Company ls doing business, having obtained all necessary ,ilings, govemmental
lic6n6cs and appovals for each state ln which Cambridge Telephone Company is doing business. Spedfically, Cambddge Telephone
Company ls, and at all times shall b€, d{rly qualified as a &reign corporation in all states ln whlch the failure to so qualify would have a
malerid adverse effect on its buslness or financial cotrdition. Cambridgg Telephone Campany has the full power and au{hority to own its
propsrti€s and to transacl lhe business in which it Is yesently engaged or presently proposes to eogage. Cambridg€ Telephone Company
malntains En of,ica at 't 30 N Superlor, Cambridge, lD 83610. Unless Cambridge Telephone Company bas designated otherwiso in writing,
th6 princhat office is lha office at which Cambridge Telephone Company koops lts books and r€cords lncluding its roclrds concerning the
Coltateral. Cambddge Telephone Company will notify Lend€r prior to any chango in the locafon of Cambridge Telephone Company's stat6
BUSINESS LOAN AGREEMENT
(Continued)Page 2Loan No: 9OO3
of organizauon or any cfianga ln Carnbridg€ Telephone Companyb nern6. Cambridge Telephone Company shall do alt things necossary to
praserve and to keap h full fiorq' and efiect its €xlslence, dghts and prlvilegeB, and shall comply with all rBgulations, ru16s, ordinances,
stalutes, o.ders and decr€68 of any govommefital or quasi-govemtnental authorlty or court appllcabl6 to Cambridg€ Tol€phono Cornpany
and Gambrldge Telaphone Compsn/s business acdvfties.
CTC Teleoom, lnc- ls a corporetion for proltt tyhlct is, and at all fimes ehall be, duly organized, validy existng, and in good standing ttrder
and bv virtue of ttre laws of the State of ldaho. CTC T6locom, lnc. ls duly authorized to kansact bosiness in €ll othar 6{ates ln vetlich CTC
Telec6m, lnc, is doir€ bushsss, having obtalncd all n6c6ssary llllngs, gov€mmental licenses and approvals for each state in rvhich CTC
T6lecom, lnc. ls doing buslo€ss. Speclfically, CTC Telecom. lnc. is, and at all tim6s shall b€, duly qua[fied as a ior8ign corporauon in all
states in which th€ failure to so quafry would have a matatlal adverse efr€ct on its buslness or financlaf condition. eTC Telecom, tnc. ha$
the full power sd authorlty to own its prop€rtiss and l,o transad lh6 busin€ss in which lt is pressntly engaged or presontly propos€G to
enge6. CTC T6lscom, lnc. maintains an office at 130 Nonh Superior. Cambridge, lD 83610. Unless CTC Toleoom, lnc. has designatad
othorwlse in writing, the prindpd offica ls the offi.€ at whicir CTC Tel€com, tnc. keeps lts books and r6@rds induding lts recolds
conc€ming the Collaleral. CTC T6lecom, lnc. win notiry L6nder prior to any chango in ths localion of CTC Telecom, lnc.'s state of
orgianization or any ctranga ln CTC Telecorn. lnc-'s name. CTC Telecom, lnc. shalt do all things nocess€ry to pr€€erve and to ke€p in fun
foice and effecf its €xistance, righG and privlleges, aM shall comply with all regulations, ,ul6s, ordinances, statutes. ordsrs and docraes of
any gwemmer(al or quasigovemmontal aulhorlty or court eplicable to CTC T6lecom, lnc. and CTC Telemm, lne.'s business activities.
Assumed Suelneet Names. Bonower has {ited or recorded aU doc!fii€nts or filings rcquired by law retaling lo all assumed business nam€s
used by 8orouiler. Exduding thE nam6 of Eonower. the followlng ls a cofiplele list of all assum€d businogs names under which Borrower
does business: None.
Authorlza{l,on. Eorover's 6xaoJtl6l, delivery, and perfo.man .€ of this Agreement and all the Related Documents hare been duly
au&orizBd by alt necessary adion by Boflt,urer and do not conf,ict with, result ifi a vk allon of, or constitute a dafault lnder (1) any
provisbn of (a) Eonowe/s artbles of incorpora{lon or organizatton, or bylaws, or (b) arry agr6oment or othor InB{rwrBnt binding upon
Bonolwr or (2) any lai,v, giovemm€ntal rsguhtion, court d6croe, or order apdlaabb to Borrover or to BonoweCs poperlros.
Flnandal lnforma{ion. Each ot Bonowe/s {inaocial statementt supdied to Leod€r tsuly and cornplelely dis.lo$d Borroueis inandal
ondluon as of tho data of th€ 61at6menL and there has been no matariat adveBo dEng6 in Borrourefs financtal conditlon srrbsequor|t to
tllg date of th6 mogt r6oont tlnaneial stratarBnt suppfed fo Londor. Bono',r,sr has ro material conlingent obl*adons excepl a6 disdosed ln
srch fi nancld statemonts.
Lrgd Eti.ct. Thl6 Agr€€ment con6tlhJt€s, and any inclrrment or aolBoment Bonower 16 roquirod lo giva undBr thi8 Agt€€ment whefi
deli,/emd wlll constftule bgal, vdid, and bindlng obfigdorE of Borncvrer anforc€ablo agalnst Bonowsr h accordanca wlth their re3p€cwo
ternts.
propertes, Except r9 contsmplatod by thl6 Agr€em€nt or as pr.viorBly discbsod In Bonowe/s linancial stat6in6n8 or in wrl&rg to Lord€r
and as aceeptsd by Lender. and excopt for prop€rty tax llons for taxes nd pres.ntly due and pslrabl€, Bonower owns and has good title !o
all of Borrcn r€t'6 progerllee free and dear of all Soanrity lnter€sts, and has nol €xecut€d any 3€curity do(rrmefite or financlng statenients
r€laung to Guch propertl€s. All of Borow€r'8 prcpenies am titlad in Bono..ver's legal name, and Bonowrr ha$ not used or filed a llnandng
Gtatoment und6r ar:y c(her namB for at l€ast the ,astrive (5) yoars,
Hszardou6 Subctaftc€s. Excapt as drsclosed to and actfiorivlsdgod by L€nder in writing, Bordrrer rapr€sefits ard u/anant$ thaf (1 ) During
lh6 period of Bonovlrol's o$,nershlp of lh6 Cdlsteral, lhere has b8en no use, gon€ralioq manufadute. stor6ge, treatmsnt, dlsposal, relaase
or lhrealcnad r€1e66 of any Hazardous Sub,stance by any pdrson oo, under. about or from any of the Collataral. (2) Bonower has no
knowl6dge of. or reason to beti€ve that there has been (a) any breach or violation of any Enylronmenhl Lawq (b) any oss, generation.
manuf;acitrre. storag€. treatmenl, disposal, Glea36 or tiredened release of sny Hazardous Subs(anco on, under, aboJt or from th6
Collateral by any prior o$,n6(S or occupanG of any of the Collateol; or (c) any actual or threalaned lttbation or clains of eny kind by any
p6.son reldlng to snch matters. {3) il€ifhor Bonower nor any tenant contrac{or, agorrt or o&ef autholiz€d user of any of the Col}aterel
shatr u$e, gencratB, msnrrfiadlrre. 6lse, tr€at, dbpoce of or release any Flazsrdous Subs{anco on, under, about or frorn any of the
Colt&ral; and any sucrr aclivhy shall be rrnduc'ted in compliance wlth all appllcabls f€d€ral, state. and locdl laws, regutatlons, and
ordinancos, includlng without Emitation all Envlronmential Laws. Borrower authorizes Lender and lts agants to enler upon th6 Collal6r6l to
make such lnspections and tssts as Lender may de6m approFr'laia to determine coopliance of the Collateral wlth this s€ction of the
Agrsomgnt, Any inspections or tesls made by Lender sfuall b6 at Bono\dsr's expeos€ and fior Lender's plrposos only and shall not bs
conslruod to cfealo any r8sponslbility or liability on lho part of Lender to BorTower or to any other perGon. The repr6ssntotions and
wananfres conlaioed hareh are based on Bonoue/s due dililrence in lnvesligatlng th€ Cdlabral for hazardous waat€ and Ha.ardousSubstances. Borrower h6r6by (1) releas€s and waives any frrlue dalms against LEn&r for ind€mnity or contribution in the 6y8nl
Borrow€r be@m69 llable ior cleanup or oher costs und6r any such laws. and (2) aEree! to indemnlfy, defand, and hold haffileds Lender
agalnsl any and an dahs, lossas, tiabillties, damages, penallies, and exp6ns6s tnhlch Lendor may direc{y or indk6c{y slEfah or suffer
rasulting ftom a breadr of this section of the Agrq€men{ or as a consequence of any uso, generatlon, manuMure, storage, disposal,
El€ase or threatened rele*e ol a haardous wast6 or subsl,anos or the Colld€ftll ?he provisions of this sectlon of the AgrBemont,
lncfudlng th€ obllgstion to lndemnit and d€fsnd. shall suMva the paym€nt of the lrdebtadnoss and tho tennination, explration or
sausfaciion of thls Agrsement and shall not be a{f6cted by Lender's acqulsition of any intorest in any of thE Collataral, wheth€r by
foraclosure or othorwlso.
Lillgation and Cl.hs. No lltigation, clalm, lnvastigation. adminislratr'vg proceEding or similar actlon (includlng thosa for unpald taxas)
agalnst Borrower ls p€nding or lhrealened, and no other event ha3 ecuned whlch may materially adversely affec't Bonower's fioanclal
condiiion or proporties, other than litigatioa, daims. or othsr evsnts, if any, that have be6n dlsdosed to and acknowledged by L€ndor in
writing.
Tax.es. To the best of Bonou/el"6 knowlodgs. all of Borroae/s tax r6,turns and reports that are or were r€quired to b6 {ilBd, have been
filed, and all tax€s, essosslnaots and other govemmental charges have been paid in full, except thoss presenily being or to be conlested by
Eonower in good falth in tha ordinary course of businesg and tor which adeguale reseryas have be6n provided,
Llen Prlority. Unless olhenvise predously dbdosod to L€nder ln writing, Bonower has not entered into or granted any Secrrrity
Agreements, or p€rmitt€d the fillng or atlacfim€nt of any Security lnterests on or a$ecting any of tho Collateral dkectly or indirecuy
securirlg rBpaym€nt sf Bonoyvpfs Loan and Not6. lhat $,outd ba prior or that rnay in any way be superior {o Lender's Security lntsrests and
righls in and to such Collateral.
Bladlng Effec{. This Agraement, the Not6, all Security Agreetnents (if any), and all R6lated Dodments are binding upon the signars
thereof, as welt as upon their succ€ssors, represaniatives aod assigns, and are legally enforceabta in €c@rdance wlth tieir respective
terms.
AFFtRiIAM COVENANTS. Sorrower co\renants and agrees wlth Lsnd6r that, so long as this Agrsement romaifls In effect, Borrowgr will:
BU$INESs LOAN AGREEMENT
(Continued)Page 3Loan No: 9003
No{cee of Cbims and Lltlga(on. Frompdy lnform Lender ln tilriting of (1) all materlat adverse ehanges in Boro\,ver's financigl condition,
and (2) all exlsting 8nd all threalerEd litigation, clalms, lnvestigations, adminis{rative ptocBedings or slmilar actions afrecung Borower or
any Guarantor whlch oould materialty aff€ct the fnancial condition of Bortower or the financial condluon of any Guarar'tor.
Flnanclal Records. Malrdaln lts books and racords in accordance wnn GAAP, applled on a con3istent basis, and pemlt Lander to oxrmine
and audit Borrower's bool(s and records at dl reasonaUe times'
Flnanclal Stat€ments. Fumlsi Londer wfth the following:
Addltlonal Requircments.
lnnual Staternonts. As soon as available, hlt In flo ewnt laler than May 3rd after the end of erach fiscal year, Carnbridgo Telephons
Company'e balanco 6hast and profit and lcss stat6ment for the Sear endad, auditsd by a cgrtified public accountar* satlsfactory to
Lendor.
trtsrlm Sta{efien8. As soon as aaallade, but in no svent later thao 30 days alisr lhe end of each quarter, Cambridgo Tol€phofio
Company'e consolidatad balance sh6et and profit and lo6s stalem€ot for ths p6dod snd6d, cornpany prepared, satisfactory to Lsnd6r.
Tax Retuils. As soon as availaue, but in no evefit lat6r than May 3rd 5or lhe applicabb tiling dat€ for lhe tax reporting period ended.
Cambridga Telephofi€ Company and CTC Telecom, lnc.'s Foderal 6nd o,trer govemmental tax refums, satisfactory to Lender.
DiEposal of Yta8t€. Bono,!,rror to co\enail that ai waste lluids. used oit, etc. be properly disposed of within a timely rnann€r and not
ailor/ed to accrrmulalo on th6 property; wade oil and nuids storsd on property are not lo excsed 5OO gallons.(lo baneb)
lr5urance Prenrlums. Eono\rroragreos to provide Lender with docrJhentation of premiums being paid lo the stato and maintain Stat6
thifofm State Tos{ (UST) lnsurance administerod by Departm€nt of Envirmmental Quality annualty.
t nifom State Tc6t (UST) Doctnnents. Bomcr6r will plovuo ths Bank a duplicale copy of thet arxlual compllance submlssion packet
to lhe Strt6 of ldaho UST lnsuranca Furd lfrough lh6 ldaho Petroleum Storag€ Tank Fond administered by the Departmsnt of
Environmentaf Quality-
llnllorm Stete Tast (US, S}ttcms ln Comgllancs. Borrower to maintain all Urderground Storage Systems in cornpliarrco with all
+plicable federal and state laMe, rules and rogulellons includlng:.rnalnl€nerEe of ell as$daled oguipinonq requked sys{€m tesling
and assodated reood*eephg; roporting of any 6pllls or releases lhat m€et t€gulatory thrGshdds.
Ftxad Chargc cove6ge. CambrHge Tel8phone Company Ehall mEhtain a mlnlmum Fixed Charge Co\rorage Ratio (FCC) of 1.50 to
1.OO. Fix€d Charge Coverage Ralio means, for any pedod. the rstio of (e) oanirys bofore lntorest oxpeftso, hcorne tax cxp6os6.
d€pr€ciaton exp6nr6. and arnorttsauon expsrE€ (EBITDA) minus tfic sum of unfinanced portion of capitdl cxpandituros, lncome tax
Expeasa pald kr cash (or, tf applicable, cath dlGtrlbutlons !o squily holders lo pay incocne Income tax exporise attdbutaue sol6ly !o
thcir oquity lntergsts h Bonowe4, divld€n& or oth6r dis{ritutlons pald h cash, and loans or adrrances to, hvestmentrs in, or
nacelvables from (l) 6ny Sll€t€ of Bonower or (il) any thlft,-parly lf such ,oan, advanc6, investrnetrt or recoh,/aue b outslds Bonowe/s
ordlnary course of busincss b (b) the 6un of intgr€st €xp€nse paid in €ash, ptior p€{iod d.rn€nt rnalurltlgs of long tsrm doH ard c€pital
l€aso obllgat'on$, 81, calculaled for th€ Bonow€r {dld i6 subcidarles on a consllidat6d basis). Thls ralio wlu be rEasured as of the
end of edl fiscal quarter. FCC for 2017 : Trdllng Twdv6 Month (Iltvl) cash flow as determined by th€ oxlsting approved
cahulafofi will be cornparad agairut pro-forma debt 6€wlco reqlir€nEnG with a lhr€shold of 1 ,5 to 1.0O. An adjuncl calculafion iyill
ba made comp€rlng TTM cash flow bringing th6 adiuflct FC bslo$r 1.1 to 1.OO will be escalatod to crBdlt $aflag€ment and action
determlned. FCC baginning March 3'1. 2018 1st 2O18 : (consolidat€d: EBITOA - Taxes - Div!:lands - Unfnanc€d Capital
Frqendtures) / (oonsolidatrad: Prior Period Crfient Portion of Loan Term Debt (PPCPLTD) -F lnt6t€st ExperFe).
Toral Llabil0€r to Targibl€ Nel WortlL CanrbddgeT€lephone Company shdl rnaintaln a Debt to Tangible Wo(h Ratio not in er@ess of
1"75 to 1.OO. Oeb{ to Taryibb N€t Worth Rato is d€lined as Boro$refs total Eabilities dMd6d by Bonowefs Tangible Net Worth.
Tanglble N€t Wor& is definod as total ass€ts excluding a[ intangible ass6G {6.9. goodwill, tradomarks, pdsnts. €rnployee advancss.
stlafoholdor n(frs roceivaHe, copyrlghts, oigankagonal oxponEes. and similar intangibla henrs, but including l€aseholds and l€asehold
inprovemonts) less lotal llabilities. This ratio ls to be malntalnod at all tim€s, and win b6 measured as of the erd of oach fiscal
quarter-
Aflnual St tem.ntB. As soon 6 availabls, but in flo svent lqier lhan May 3rd of aach year, Kermlt Wiggins and Ridrard A. Wlgglns'
personal ffnaficial slatement for the year erded. satislactory to Lender.
Tar( Rotums. As soon as anailable, but in no €vent later than May Srd ror ths spplicable fillng date ior the tax reporting period €ndsd,
Kermit Wigglns and Ridrard A. Wggins' Federal and oth€r gov€rnmental tax rstums, satisfactory to Lond6r,
All financial reports requlred to b€ provld€d under lhis Agr6ement shall b€ prepared ln accordance with GAAP, applied on a cor6ht6nt
basis, aod certlffed by Bonower c being truo and cored.
Addftional lnformatlon. Fumish such additional informatlon and stat€rnents, as Lendcr may requostfrom tim€ to time.
lnsurance. Malntatn firo and dher rtsk insuranco, publtc liabllEy lnsurance, and such other lnsurance as Lender may requira wilh .ospect to
Bonowefs properties and op€rauons. in form, amounts, @verages and wlth lnsurance companies acceptable to Lender, 8onorv6r, upon
reguest of L€ndar, wlll delivar lo Lander ttom lime to Ume the policics or certiricstoG of inEuraoce in form satistactory to Lend€r, lnduding
sdpulations that cov€ragas wiu not b6 cancelled or diminished without al leas{ ten (1O) days prior written notlce to Lender. Each inslranc€
policy abo shall indude an endorsemont p.oviding tha{ covBrage in favor ot Lsnder will not be impaired tn any way by any act, omissbn or
d€fault of Borrower or any olher p6rson. ln conn8ction wlth an pollcies coverino assatE ln which Lender holds or is otr€r€d a s€curlty
inlor€st for th€ Loans, Bonower will provide Lelder wlth such l€nder's loss payabh or oth6r erdorsemgnts as Lender may require.
lnsurance R6ports. Furnlsh to Lendel upon roquest of Lend€r, rsports on each exisling lnsuranc€ policy sho,vlng such lnformalion as
Lender may r6asonably rBqu6st, lndudlng wi{hout limilaUon the {ollowing: (1) the name of the insursr; (2) the dsk6 lnsursd; (3) he
amour* of the polici,; (a) the prcp€rlies insumd; (5) th€ than arrrent prop€4y valuos on the basls of which insurance has been obtalned,
end lhe manfier of determlning thos6 valu6s; and (6) the explratlon datre of the policy. ln 6ddiuon, upon rsques.t of Lender (however not
mora oft6n than artnuallr. Bonoursr will have an independont appraiser satisfactory 10 Lendor determino, as applicable, the adual cash
value or replacement cost oF any Collateral. The cost of such appraisal shall be pald by Borrower.
Guarantics. Prior to disbsrsemenl of sny Loan procaeds, ftrmish executed guaranlies of the Loans in favor of Lender, execuied by tho
guarantcra named befow, on Lendeis forms, and in the amoonls and under lhe conditions set forth in tho6e guarenties.
Names of Guarantore AOllltrE
Kermit l,r,iggins Ufilimited
Richard A- VYiggios Unlimited
BUSINESS LOAN AGREEMENT
(Continued)Page 4Loan No: 9003
Other Agroements. Comdy wlth all terms and condi{lons of alt olher agrsementg, whether now or hareafrer exiBting, b€tween Bonower
and 6ny ottror parv and notiry L€id6r immediately in wri$ng of any default in connoclion with aoy olher such agre€ments.
Lorn proc€ed6. Use all Lo6n procaeds solely for Bormwoie buslness oparations, unloss sped{icalty consented to the conlrary by Lender in
writing.
Taxes, Chargcr and Llens. Pay and dl*fiargo wh6n due all of lts lndebtodness and obligations, induding without limitatlon all asg€ssments.
taxes, govemment6l cfiargos, hvles and liens, of every klnd and natut6. lmpos€d upon Bonolver or ils prop€rti€s, incorne, or profits. prior
to th6 data on which p€nalties erouid attach, and all lawful cl:*ms that, lf unp6id. might bocame a llen or charge upon any of Bonowofs
prop€rli€s, lncome, or profrts. Provided holvever, Borolver will oot bo regukod to pay and discha€e any such assessment tax, cftarge,
iaqy, tirn or claim so long as (1) tho legslity of the sam€ shall b€ conlBst€d ln good falth by spproFlate proceedhgs, and (2) Eonolreer
shal! have €€tablishod on Bormwer's books adoquate rosailes with respect to eudr contested assassrneot, tax, ch€rga, levy, llen, or claim
ln accordance with GqAP.
Performance. porfonn and compty, tn a timely maonei with alt ierms, conditions. a$d provlSlons set forth in this Agrasmant in the R€lated
Ooanments, and ln all other lnsfurrtsnts dld agrGments betw€€n Eonqrer ahd Lerder. Bonoeter chall notiry Lender imm€diatety in
lvaitng of atry d€faull h connection with any agreement
Opcrations. Malntah executlvo and maaagement p€rsonnel wilh eubstardial,y tr6 same qualificalons and experience * tle p.osetrt
€xecuuvo and management porsonnol: prc'\ride wrltten notico to Lend€r of any cfianga ln executive ard management porsonnel; conduct lts
business atf€I'a ln a reasonable and prudeit ftanner.
Environfiar*al 6tudl€5. Promp{y conducl and comptete, €( Bonq,\r6r's €xp€nse, all $uch hvestigatiors. studies. samptings and tesungs as
may be requo6Gd by L€ndsr or arry govemmental authorlty Elative to any substance, or any waste or by-product of any sLbstranca d€{ined
as {oxlc or a hazardous surslance under appllcable federal, state, or local lallr, rul€, rogulation, order or dkective, at or afiBcr.ing any
properry or any faolllty owned, leased or used by Bofiov/or.
Cornpf,anca with Govemmcntal RequlremcnB. Compty wfth all lEw6, ordinances, rnd r€0ulations, rxrw or heroatler in 6ff6cl, of all
go\€mm€ntal au$oritles applicable to the conduct of Bormwrr'$ proporties, businessas and oparations. and b th6 we or occapancy of the
Coltateral, lndudhg w$rout limitation, tl6 Amodcans 1/\rrth Disabi$tbs Act, Bono,ver riay contest ln good faith any such law, ordinanco,
or r€grtldion and wlthhold conpliance during any procoeding, indudlng appmprtato app6al3, eo long as Bonower tras notified L6nde. in
writlrq plor to doirlg so ard so lor€ ae, in Lendefs sol6 opinlon, Lendefs intorests in lh6 Collat€ral ar€ not jeopardlzed, Lender may
reqriro Bonorer to po6i ad€quatB secrrity or a surety bond, reasoaably satistactory to Lender, lo protecl Lendofs htotost
Inipoctloa, P€mit erpbyee3 or 6g6nl8 of LDnd€r at aoy raasonable tim6 to inspoct any and all Colhteral for th6 loan or Loans and
Eono!.Efs oth€r proportica and to oxafi{no or audit Borrowe/s books, accounts, and records afld to nrakc ooples and memorsnda of
Bofilyl6Fs books, accounts, and recods. lf Eonour€r $ow or at any 1irn6 hereafr€r malntdns any records (including whhout limilatlon
computor gen€tatsd rocords and compdsr soft\irare prcgrarns for th6 geoeralion of 6uch records) in the poss€sclon of s third party,
Bomr,er, t4on roquest of Lender, shall notfr sucir party to p€rmh L€nder fu acc€ss io su6t records at 6ll r€asonabl€ tlmes and to
$ovldo Leflder with copks of any teoords lt may r6quesL all at Bonoweds 6xp€nse.
Envlonmental Complhnce and Reports. Bofiowor shall comply in all rospects \A,ith aay and all Envhonmefital taws: not cauriB or permit to
€xisE a6 a rssdt of an lnt€nlioflal or uninlantbhal actlon or omissbn on Borro,nEr's part d on the part of any 6ird parly, on prop€rty
ownsd and/m occupi€d by Bo.rori/er, any orwironmental activity lvhere dafi}age arEy result to the envlronmenq unless sucfr eiwhonmental
actlvity b pursuad to 8nd h comltiance with th€ ondltions of a permit bsued by tho appopriato fedEral, stato or local gov€.nm€rttal
€RJ&ortties; shall furnbh to L6nder promptty and tn any ev6nt rivtthln thirty (30) days after r6c6ipt thereof a opy of any noHcs, sumnrdrs,
ItEn. dtation, dlrec{ive, lett€r or other cornmunlcation fiom any gov€rnmestat ag€ncy o, inst umentallty concomlng any lntentiond or
unffentlonat actlon or omlBdon on Borrowor's part k! conneellon wlth any erMronmental actlvlty whether or not lh6t? is damage to th6
Gfirironrnent afldror other natural resources,
Addltional AsGutancGs. Make, oxecut€ and d€tiver to LBnder suclr promissory fldes, mortgagBs, daeds of trust, s€curi9 agreemer{s,
as6'lgnments, finaacing statem€nts, instrurn€nts, doc{rfiroflls and o'lh6r agr€€msnlB as Lender or its dtomoys may rsasonsbt request {o
ovidence and ssctre lh6 Lo€r6 and to perf6ct all S€cudty lnterssts.
Flmrlclal StatsmenG. Fumhh Lender vvith such financlal atatemenls and any and all other ln{ormatlon or documentation related thereb at
such frequencies and ln such dotail as Lender may raasonabv tequesl.
Tax Retums- Furnish bnder whh suctr tax returns, or ext€nsitns thsr6of. and any and all othet lnformodon or documentalion related
hereto at such frequencios and in such detail as Lender may ruasonably roquest
Guarantor Ftnancld Statemen$. Boro1rror shall causs Guarantor to fumish lend6r wlth each Guarantorl financial statamonts, and any and
all oth6. hfornation or doqrm€ntallon related thereto, at such frequencies and in such detail as Lender may r€asooably request
Guarantor Tax Ralurns. Bonorver shall cause Guarantcr to furnish L€ndgr wtth each Guarantofs tax returns, or extensions thereof. and any
and all other infiormation or documontatlon relat€d th6r6to, at such fequ6nci6s and ln such delail as lrnd6r may r@sonably r€qusEt
RECOVERY OF ADDrnONAL GOSTS. lf ths lmposlton of or any changc in afiy lsw, rule, regulauon, guHelina, or generally accapted accounting
princlple, or thB lnt€rprelation or application of any thor€of by any court, administr8tive or govomm€ntal authority, or strandatd-setling
oryanization (including any Gque6t or policy not havir€ lhe forc6 of law) shall knpose, modiry or make applicabte any taxes (e)@ept fodsral,
stat€ or local income or rranctrise taxes lmpos€d on Lender), reserv6 requiremonts, capital adequacy legulremonts or othsr obligatlons which
woulr, (A) lncrease the cost to Lender fbr sxlonding or maintalnlng the credit taclllugs to whlch thls Agreement relates, (B) roduce the
smounts payable to Lender under thls Agreement or lhe Relatod Documents. or (C) reduce the railo of return on Lender's capital as a
consequ6nc6 of Lender's obligations with resp€ct to lhe credit fiaciliLles to which this Agreement relatet, then Borrower agroes to pay Lender
such addiuonal amounts as will compensato L6nd6n thersfor, wlthln five (5) aays aft€r Leflde/s wrltt€n d€mand for such paymgnL which
demand shall be accornpanloct by an explanation of such imposiuon or chargo and a calcrlalion ln reasonable d€trall of the addifonal arnounls
payable by B6rower, which axplanaUon and calculations shall be conctusive in the abeeoce of msnifest ermr.
LENDERS E(PENDITURES- lt any actton or procsedhg is commenced that lwuld matorially affect Lende/s intersst in the Coflateral or if
Bonower fails to comply wtth any provislon of lhis Agrsemonl or aoy Related Documents, tncluding but not limited to gorowefs lailure to
dbcfrarge or pay wh6n due any arnounts Borrourer is required to discf€rge or pay under this Agreement or any Related Documents, Lender on
Borrorre/s behalf may (but shall not be ouigat€d to) take any action thai Leodar de6ms appropriate, lncluding but not limitod to disdlarging or
paying alt taxes, lisns, socurlty Inbrgsts, encutnbranc€s €nd other daims, at any timo levied or plac€d on arry Collaleral and paying aU costs ficr
insuring, maintaining and preserving any Collateral. All such expenditures incuned or paid by Lendar for such purposes will then bear inter€st al
the rate ctt8rged undBt the Not6 ftom the date lncrned or peid b'y LBnder to the date of repayment by Borower. All such expenses will bacornoI part of th6 lndebtedness and, at Lend6/s option, will (A) be payabte on demanC; (B) be added to th6 balance sf the Note and be
apporuoned among and be payablo wlth any installm€nt paymenls to become due during etther (1) {he term of any applicable insurar}c8 poliq/;
Loan No:9003
BUSINESS LOAN AGREEMENT
(Continued)Page 5
or (2) tha remainlngt term of the Notat or (C) be foated as a baltooo payment whlch will be duo and payable at lfre Note's maturity.
NEGATrVE COVENAT{T6. Borower covenants and agroes with Lender that whlle thls Agr€emont le in etf6ct Bonower shall not, without th6
plor writen corrsent of Lender:
tndebtednes8 .nd Llens. (1) Except for trade debt lncuned in lhe ttormal courso of busin€ss and lnd€btodhess to Lendor contgrnplated by
this Agre€ment creat€, lncur or assumo hdobtedness for bonowed mo.By. hcluding capital leasee, (2) sell, transfor. morlg8g6, assign.
pledge-, lease, grant a securi(y ird€rGst in, or 6narmb$ any of Eonwror's as€ob {oxcapt as alloi^red €s ParmftGd Lhns}, or (3) sell wtth
recourae any of Bonower'o ac@unts, e)cept to Land€r.
Codindty ot Operatiors. (1) Engage in any buainess ac{ivities sub€{anllatly dlffor€nt ltran lhose in which Bonormr ls presenty engagred,(2) ceasa operatlons, llguldala, merge, transbr, acguke or consolldate with any otha entity, change its nam6. dlssolve or transfer or ssll
Cdlat€ral out of the ordina:y coutso of business, or (3) pay any dMdends oo Bonorve/s strock (other than dividerds payablo in its stock),
prodded, however that notwmstanding lho b.ogoing, but only so long as no Evenl of Dglault has oocuned and is continuing or woold
iesutt from the paym€nt of dividends, if Bonower i8 a "Subdlaptsr S Corporalion' (as defined in the lntemal Rsvenue Code of 1986, as
amendod), Borower may pay eh dlvidends on lts stock b its shatshotdeE ftom lirne to time in amounts necassary !o onable fi€
shareholders to pay incooro tares and mal(8 €stmated tnco.no tax payfilenb b satisfy their llablli$es under federal snd stata law whictr
arbr s<$ely fronr th€k etatus as SharehoHers of a Subchapter S Corpoa0on because sf thelr ovrnership of ehares of Bonor,wfs stod<, or
purchass or retiro any of Borrorvorl outstaodlng shaes or allar or amend Bonowet's capital structure.
Loan5, Acqu'rsitions 6nd Gu6Hnti6, (1) Len, lnvest in or advance money or ass€ta to any olher peison, ont€erise or enti{y. (2}
pu(hasa, oreats or acquire ary inierost ln any othor eltterglse or entity, or (3) incrr any obtigation a6 6ur€ty or guarantor oltrer than kr
th6 ordinary courso of businsss,
Agroements. Ent6r into any agr€sm€nt containing any provisions whlch would be viohted or brcached by th6 perfomance of Borrorcr's
obltgafions under thls Agre6ment ot ln onnec{ion herewllh.
CESSATION Of AOVANC€S. lf Lender haa made aily commibnent to mak6 any Loan to Bonorrver, u/trother urder this AgrBentont s undor any
otler agr€em€nL tend€r shall harc no obligatiott to mak6 Loan Ad\ranc€s or io disbursc Loan procoods it (A) Bonower or any Guarantor b in
default undcr lh€ t6rms of drls Agr6sm€nt ot aft! of th. Rolat€d Oocumonts or any other agre€mont lhat Bono\N€l or 6ny Guaranbr has wllh
tsn0ec G) Eonorrer or any Guarantor dies, beconres hcompelent or bccorrtoe insolvent, files a petftlon in banknrptcy or $iilil6r prnceedings.
or ls adiudged a bankrupq (9 thcra occ1rs q materlal adverse chage h Borro,ye/e financbl condltion, ln the Gnandal condition of sny
Guargntlr, or in th6 value of any Collata.sl escuring 6ny [3an; or (D) any Guarantor s€€ks, clairrc or olhsrwise attsmpts to limit modify or
rBvoke euch Guaranto/s guaranty of th6 Losn or any other loan with t"end6r; or {E) tend6r in good fatlh deems itself lnsecrra, 6ven ttbugh ro
Event of Default dtan harrs oocilr€d,
RTGHT OF SETOFF. To th6 extent pomitt€d by apilicable la{r, L6nd6r resoryes a rlght of setoff ln alt Bofiourefs a@oqnE wtlh Lander (whether
checi6g. savlngq, or somo oth6r account). Thb lnctd€G all eccount8 Bonowor holrls jolntly wllh Gomeane else and all accounts Btrroirrer may
open In the future. Hofisyer, thb do€s not include any IRA or.f.sogh accouEts, or any lrust aocounts for whlch sotoff wodd bc prohlbit€d by
law. Bonoi/6r auhoriz8s l-ender, lo lh€ exbrlt permifiod by applicablo law.lo charge or sotoF all sums owlt€ on o16 lndobtodnees agelnsl any
ard 6ll such accounbs, and, al Lendors oplron. to adminls{rativety fr8e6 an drch aftounts 1o allour Lender to prot6d L6Gd6rt charge and 6€tolT
rights providod ln thls paragraph.
DEFAULT- €acfi of the fullowlng shall @nstitute an Evsnt of D€fiault under lh;s Agr€sn€nt:
Paynrdnt OefaulL Borror,wr iails to maka any payment wh€n due under the toan.
othcr Defadts. Bonower fulls to compty with or to perform any other tarq obfiga{ion, covendrt or condtion contained i6 lfils lgeernent
or ln any of the Rolatod Documenls or l,o comply wilh or to porform sny term, obligation, carondlt or condi0on con{aln€d in any odher
agteom€nt between Lendar ar$ gondr/6r-
Envlronmontal DefaulL Failuro of any party to oomply wlth or perhrm rvhen due any term, obtrgatbn, cov€nant or cofld'rtiofi contained ln
any environm€ntal agreement executod in connection with any Loan.
Defaolt in Fayor of Tiird Parties. Bonoaet or afly Grantor dgfaults under any loan, extension of credit, s€curity agrednont purchase ot
sal€s agre€monl, or alty oth6r agrsemenl, in favor of any other cr€dftor or person that ffily materially affoct any of Bonower's or any
Granto/$ prope(y or Bor,ar/e/s or any Grantofs ability to repay the Loans or parform lfteir respec-ti\e obfualions under this AgrBoment or
any ofthe Rolated Documents.
Frk! Statemer{s. Any warranty, representalion or statoment made or flrnished to Lender by Eorrorrver or on Borrq,ve!'s behalf undor thls
Agfeement or the Rolat€d Docum6il8 ls falso or mbleading ln any matorial respact either ncrrv or at th6 tima rnad6 or fumished or becomas
fals€ or rnislsading at any tlm6 ther6aff6r.
lnsok nc!r. Th6 dlssolutlon or tsrmination of Bonowe/s €xistonc€ as a going buslness, lh6 insolyency of Bonower, the appolntrment of a
recelver fff any part of Eonovrer's ptlopgrty, any assignment for th6 ben€fid of creditors, any type of credltor workouE or th6
commenc.8msnt of any poceeding und6r any bankruptcy or insohoncy lau6 by or agalnst Borrower.
Ilefecli\re Collater.lizatlon. Thi6 Agr€6m6nt or any of the R€lated Documonls ceases to be in full forco and effect (lncluding {ailur€ of any
collateral doement to cleate a valid and porfiected s€(xlrity int€rest or llen) at any tim6 and for any reason.
credllor or Forfetture Proceedlngs. Coflmanoement of foredosure or forfeiture procaedings, whelhsr by ludlclal proceeding, sslf-help,
repossesslon or any olher rnethod, by any cr€ditor of Borower or by any govemm3ntal ag€ncy against any cotlatBral sgqlrlng lh6 Loan.
Thts includ€s a garnistment of any of Bono\xedo aocounts, including deposit aoc&nts, with Lerder, Houever, this Et/enl of Dgfault shall
oot appty if th6r6 ls a good faith disput€ by Bonower as to th6 valldity or raasonableness of the claim whioh is lhe basis of the credltor orforfeltlrs proceoding and if Bottoi!/er glves Lender written notico of tne er€dltor or ,orbllure proceeding and dopocits wlth Londer moniss or
a surety bond for the creditor or iorfeilure proo6eding, ln an amour* delermined bV t.6ndor, tn tts sole discretion, as being an adequate
reserve or bond for the dispute.
Evants Affectiflg Guarantor. Any of {he prec€ding svents o@urs wllh respect to any Guarantor of any of the lndabtedness o. any
Guarantor dies or becomes incompelenL or revokes or dispules the validity of, or liablllty under. any Guaranty of th6 tndebtedness.
Change ln Oranerchip" Any char€e ln ownership of twenty-frve perceat (25%) or more of the @mmon stock of Borfti^fer.
Adverse Change. A rnaterial adverse change occrrs in Eonowe/s financlal condltion, or Lender beli€ves th6 prosp€ct of payrn6nt orperformance of lhe Loan is impalred.
lnsecurity. Lender in good failh b€lieves itself insecure.
Right to Cure. lf. any default other lhan a default on lndebtednesa, ls curable and if Borrower or Granbr, e the case may b€, has not been
Loan No: 9O03
BUSINESS LOAN AGREEMENT
(Continued)Page 6
glvcn a notic€ of a simlar dcfault t/ithln tho pr6ceding tw€tvs ('12) months, it may be cur€d lf Boraou/er or Grantor, as the casa may be,
af(er Lendar cends wrltten notlca to BorrowEr or Grantor, as lh6 cas6 may bE, dernanding cure of such daiault (1) curg the default withln
,ifieen (15) days; or (2) lf ths cur€ t€qulres rpr€ lhan fiftaen (15) da)6, immediatGly inltiate Bteps which Lerdor de€ms in LdndeFs sob
discr€tion to b€ suffident lo clJre lhe default and ther6alt6r @ntlnue and complete all reasonable and necos8ary algps suffcient to prcduce
compEance as 6oon as reaeonably practlcal.
EFFECT Of AN A/EilT OF OEFAULT. lf any Event of Defaull shall occur, except wh€r6 othgMise provlded ln this Agroemont or th€ Relat€d
DocumentE, atl commlun6nlc srd obligauon6 of Lender under thls Agre€rflent or the Related Documents or any oth6ragr6€rn6ot lmmediatBly will
lerminate (including arry obliga0on to make further Loao Advancas or dlsbursemenls), and, at Lander's option, all lndobtsdnBss immediatoty will
become drie and payable, all wlthout notice of afiy kind to Borrcur€r, except that ln lhe cas6 of an Evont of DBfault of the typ6 described ln the
'lnsotvancy'subsedion above, such a6elsration shall b6 automatc and not optional. ln addluon, Lender sha0 have all the rights end rem€diag
provk ed ln the Ralatad Documonls or avallable at taw, in egu{ty, or otreMisa" &@opt aB may be prohhitad by applicable larr, all o, LendeCs
righls and r€fi$dles shall be cumuldfuc and may be exerciead skrgularly or conq/nently. Elecffon by Lender to pursue 8ny remedy shall not
eicludd pursuil of any other rern€dy, and an el€ction lo makg oxpendlturec or to tak€ action to periorm sn obligalion of Borolver or of any
Grantor shall not affact Lend€r's righl to d€clars a default and to sxorcisa its dghts and remedies,
WAIVER OF OEFEI,ISES AfiD RELEASE OF CLAIMS. The undersigned lsreby {0 $presants thal fleithor tbo uoder$igned dor any afflliate or
princlpel of the unders[ned has any defensos to or iot{frs agalnst any lndebtedncss or other obligafons orolng by the undersign.d, or by {re
undeGignad's amliates or prlnclpalE, to Lender or Lende/a efriliate€ {the'Obllgatlons'}, nor any claims agalnst Lender or Lsnder'e amfiate$ lor
any matter whatsoever, rrlated ot unrelaled to the Obfgations, and (il] teleases Lender aad Lnder'$ aftiliatres, oflice{B, dircctors, emoloyoes and
agents fmn tll cla&nE. causss of a€{ion. and cogts, h law of srpity, knoryn or unknown, vvhether of not ma&r€d or co$thgent, exisling as of
tlie dato hercol that tre undorslgn€d has oa may heve by rcason of any mafter of any conceivabla klnc ot characler w{ratsocyar, r€latGd or
uneht d to the Obllgauons, lncluding the sublecl ma(er o{ tils Agrle ment The torogolng rdeas€ doe6 not apply, hcnlvqvar, to clalms lor future
perbrmanG of express oonlrdual obligafioms th6t m€lurg aft6r the date hereof that ar6 orrlng to &o underslgned by Lender or Lefi&/sifrtlatas. As uasd ln lhls paragraph, the word 'undarsign€d doss nol lndude Lend€r or any indivldual signlng on behalf of Lerder. The
Ondorslgned acknordcdges th€t Londer h8s b€€n lnduced to ontof into or conllnuo tho Obligatons by, amang oth€r thlngs, the waiv€B and
raless63 in this paragraptl
DISPUTE RESOLUTION. This *ectlon cont lns allry *alvet, atblHlon claose. and a clar3 tcton $alvo.. READ lT CAREFULLY.
This dbpde rGEoluuon prwlilon lhall suporsede and reptace any ptior 'Jury Walvcr,' 'Judlclal Refcrence,' "Class Actlon Waiyer,-
'ArtlHion,"'Oi3puto Reeoluuo;L" or slolhr altGrnatlve dbpute ag?o€menl or plwtslon between or.mong lhe parfics,
JURY rRIAL WAIVER; CLASS ACTION tyAlVER As p€rmiued b,y applicablo la$,,@(as'Di6pute'ish€r€inafrordefned), and lfacorrt detorminos that thls pBvblon ls not erlforcoablo br 6ny rearon and at any tlme prtor to tial of {hG Oisguto, bd not her than 3o days
after entry of the order detemfnlng thb prodslon ls unenforceablo, any party slull be ontltlEd to move the court br an otd€r compelfing
arbitration and stayhg or dsmlssing luch litlgatlon pendlng a6ltratlon fArbitratlon Ord€4. lf p€rmltt€d by apdicabl€ law, oadr osr{v al*o
mivdB thp rldht to litlgate ln courl or an .rulre{id FmF.lina t4u tqspt(e a* d8s *tioh- .llhar as , member of a class s ,s e
relr€sdtatlve. or to ac{ ai , Fslvrt6 tt{ornry genal.al.
ARBlTR.ATlOtil- lf 8 clalm,or controversy arises betuoen us wilh r6spott to trl6 Agr€ement. r6lat d agr€ernents. 6r ,nv oiher
and lBllif e jury
Undng arbltra0on
by or a courl any us rnay
of the fordgoing, a
that ttrs Disprrt€ be
behre a single arbitralor at the request of any By asreetno to ertilnte a Dlsrtldr each oartv oiv€6 up errv
Arbltratlon shalt b6 commonced by fillrq a pelltion with. and h acco{dance wlth the apptrcable arbitration rules of, JAMS or Natlonal Arb?{ratlon
Forum fAdmhlstratof) as selecl€d by lhe hitiating party. lf the parties agrea, arbiration rnay bo codrrnenc€d by appointm€nt of a liensed
attorney who is selocted by ttle parlios and who agtees lo coflduct tho arbitration without an Administratot, Dlsputes hclude matl,erc (i) ralafins
to a deposil account, applicdion ,or or denial of credit, €nbrcemsnt of any of he obllgallons we hav6 io aach other. cofipllance with applicable
laws and/or reguhtionB. p€r$onnance or servlcee provlded under arry agreement by any party, (ii) based o* a arislng from an ailgg€d tort, or (ill)
lnvoMng either of our employees, ag6nts. affliEt6, or ass[ns of a pa(y. However, Di3putes do flot lnchde th€ valldity, 6nfiorcoability,
meaning, or scope of thi3 arbihauon povlslon and such matt€rs may b€ determined only by a canrl lf a thlrd party is a party to a Oispute, we
eac$ will @ns6nt to includlng tfla third p6rty in the arbltration proceeding for resolving the Dlspute with {he thitd party. Venue br the
arbilraron proce€ding stBll b3 at a locadon detarmtned by mutral agrE€msnt of lhe parties or, if no agt€oment, in the city and state wher6
l6nd6r or bank is headquartered.
Afr€r entry of an Arbitration Ord€r, th6 non+noving parly shall commence arbitration, The'moying party shall, at its disc,lation, aEo be entllled
to comrrance arbltrauon but ls und8r no obligation to do so, and ths movlng party shall not ln any w€y b6 adv€r5sly preiudlced by 6l6ctin9 nol to
commonce arbltration. Th6 arbtt 6{on (l) wlll hear and rulc on appropdate dlspositive motions for judgment on the pleadings, for faiture to slate
a clalm, or for full or partial sumrnary judEmenq ([) wlll render a decisbn and any award applylng applicable law; (iii) wlll give effect to any
limitatlons padod ln <tetermlnlng any Dispr.rto or dsfensai (lv) sfdl eolorco lh6 doctrines of compulsory counterclslm, res judicata, and collateral
€stoppel. if applicabtoi (v) with re0ard to motions and lhe arbltration hearing, 6hall apply rules of ovldonco govetning clvll cases; and (vi) will
apply the law of the slate spBcified in the agroement gMog ds€ lo lhe Dispute. Filing of a peution for arbitrauon shall not prevent any party
from (0 seeking and obtalnlng from 8 court of comp€tsnt iurlsdlcdion (notwithstanding ongolng arbifratioo) pro/isional or ancillary r€rnodies
including but not limltod to iniunctivB rellsf, property preservalion orders, foredoGure. eviction, attachrnent, reptevln, gamlshm€nt, and/or the
appoln{ment of a receiver, (ii) pursuing nor}-judidal breclosurs, or (lii) availing itself orf any s€lf-help rem€dios e.,ch a6 setof and repossesslon.
The exercise of such rights shall not constitute a waiver of the iight to submtt any Dlspute to arbitration.
Judgment upon an artiltration award may be enterBd in any court having iurisdic{ion 6xc€pt that, if the sbitration award exceeds $4,00O.OOO,
any pady shall be entllled to a de no\,o appoal of the award befor€ a panel of throe arbltrators. To allow lor st ch spp6al, if tho award (including
Adminbfator, arbitral,or, and attorneys fees and costs) Exc€eds $4,000.0OO, the arbitralcr wlll issue a witten, reasoned d6cision supportingtre award, induding a sbtemEnt of authority and lts application to thg Ol6pute. A request for d€ nor/o appoal must be {iled with the arbilrator
withln 30 days followiog the date of lh6 arbifation award; if such a raquest is not mad6 wihin that lime p6riod, ths arbllradon ded6lo! shall
becdre rlnal and binding. On app€al. th6 arbitrators shall revievr the award de novo. meaning that they shall reach their oiln findings of fact
and conclusions of law ralher than dsferring in any manner lo lho ori$nal abitrator. Appeal of an arbiuatlon award shall be pursuant to the
rules of the Administrator or. if the Mmlnistrator has no sucfi rules, lhsn {he JAMS arbilration appellate rul6s shall apply.
Arbttration under this provision conc€rns s transqction involving intarstate commercg and shalt be gove,ned by the Foderal Arbitration Act, I
U.S-C. sec. 1 et seq. Thh arbltratlon provision shatl suMve any termination, amendment, or expirallon of lhis Agreenrent lf the lerms of this
pmvision \hary from lhe Administratofs rul€6, {his arbihation provision shall contlol.
Loan No:9003
BUSINESS LOAN AGREEMENT(Continued)Paqe 7
REUANCE. Eacft party (i) oortlfi€s lhat no one has representad to surh party that the other party would not se6k to enforco Jury and dass
ac{on welvgrB in lhe evrrnt of suit. and (ii) acknovvlodges that it snd the oher party hav6 b6€n lnducod to 6nt€r lnto thls Agreomant by, among
ohor thlngs, th6 mrtual walvers, agre€rt€tnls, ard certifications in this section.
COU-ATERAL APPRATSALS. During the tsrm of th€ Loan, Londer may obtaln one or more appraisats of any real or peronal property cons{ituting
Collateral ior tho Loan: (a) if 8fiy applicsbl€ law, rule, t€gulation. (€gulatDr recomm€odaton or auclit standard reguiros or 6ncouag66 l€nd6r to
oblain an appraieal, or {b) Lender believos {hat an €vent of default has oc€orred und€r the Loan Documenls, or (c) Lender r€asonably boliovas
condi{ions €xist that. with the passage of Um€ and giving afiy requhed notice, will constitute an av6nt of default undef lhe Loan Documsnts.
Bonowor shan r€lmbilrs6 Lender ior the cost of such appnaisals {but not mor€ than one por cal€ndar year}, and Lender rnay in ils discrellon
chargB that reimbura€ment to any cr€dit facjlity outs{anding }vith Bonovser. Appraisals under thls sectlon will be ordered, reviewed and
accopled by Lendar ftom an apprsiser (and ln a form and suHance) satbfactrory (o Londer in its sol6 discr€tion. Borower shafl cooporato in lh8
condud of the apprafsal, including but not limit€d to grarfing lhe appraiser accass 1o the real property and providing {he appraisar wilh a0
recofds or informiton reque€tod ln connec*ion therewith.
MULTIPLE LOAt'l AGREETENTS {I}|OEPENDE,lT LOAH IGREE iE}lTS). Bo{rower and Lender drowledge that Bonwer mry have more lhan
one ootstandlng loan with Lsnd6r, and may b3 grarted additional loans by L€nd€r in the future. Bonamer and Lendar agree that(a) tte loan
sgeemer{ oxec6ed ln connedion with ea€fi loan shall gorem that partcuhr loan; (b) oxe.rnion or amendmont of a loan agrcerneftt for on6 loao
shall not be lnt€rproted to s{rperse& or amend any loan agr@mont previously executed ln connection wlth another loan: and (c) any pr€ser( or
futura lodr for wh{ch no separdo loan agreemqlt l$ exoqrted stall always be gov6rn6d by th€ r}osl rBc€ntly execr.rted loan agra€rnefit th€n
outstanding betwesn Bono,,vor and Lender, whether executed be*ore or aisr tho grenthg of s6U loan. Thls s€ction shatl noi dirninish any
cb.ss{efault or cross-collatontlizatlofl tsrm in aqy loen agreement, promis$ry not€ or relat€d loan documont (Tfiis secrion supecedes any
contrary proYlslon ln thls AgGomenlJ
Notwithstaindtng the preceding paragraph of this sectlon, ev€ry loan agr6em6nt b6trr6en Bonower and Lender (togelher with all r6l6tod l@n
docurn6r* Bsocbtod thorerdth) shsfl b€ deem€d amended to adopt the dispute rsolutbn provisions that are nour or hereafter se{ 6orth h the
most rccently €xecuted loan agroerosnl ln thts paragraph. 'disp6€ rssolutlon provtsloo'irdudes any prdrision, or ordsslon ltrereof. in lha
nalxrc of a dass acfion weiyer, s iury trlal wEivor, or afarnatlv€ displb rasolutbn t6rm (srrch as t€solution by arbltrstion or iudldd refaranco).
REPLACEI$ENT DEFlNfnOil OF 'l-oAN", The definidon of 'Loan' ln th€ Definitlons soc{ion of thls Agreemeot ls hereby d6letad. The word
'Loan'. whcn capiulize4 shall hava the frcllolwlng meanh6:
(a) lhe Note (f any) H6fitirled ln the Definitions s€clion of thiE Agr€eft€nt
(b) any other pr€sent or tjtrr. promissory note or s€dit agr€ament th6t is identffied h that lngtumont or in thls Agr6emonl €8 b6lng
subieci to thls Bushs$ Loan A0r6oment
(c) th€ specldc klan or othgr financlal accommodatio[ noiv or her€affer made by t n6€r to Bonower in considar6tion of, among other
things, Eoro$rer e)(€cr.rtltlg thb Business Loan Agreernent
(d) any c{her prss€.rl or iJttrs pron*ssory rnts or oedlt agr€€ment lhat is mads subj€.t to thls Busine.s Loan Agrsorflent pursuant to the
seclion hereln enftled'Mutliple Loan Agrsem€ntB 0ndep€ndor( loan agr6em6nts)'; aod
(e) th€ Bonot e/s fablliues and obllgatirB arFing lflder th€ R€latod Oocuftlents associat6d with any of the foregolng.
UNLA1ii/FUL USE, I|EDICAL rrtARlJUAilA9 CONTROLLED SUBSTANCES AND PROHts|TED ACTMTIES. The undersigned *rall not use, occupy,
or permlt the use or occopancy of any Prop€rty or Coaateral by the underslgned or any tesse€, tensnt, llcense€. permitee, ag6rlt, or any othet
peeon h any mafflgr that would be a violatbn of any Splicable t€deral, stata or iccd law or regulation, regardless of u/trdfrer suctt us€ or
occupancy ls laufrJt und€r any confliclihg lairr, inchding without limitation any law relating lo lhe u€e, sale, possesslon. cultivstbn,
manufacturB, distibdircn or marketing of any contrdled $bsbnces or other cont aband (whether for cornmercial, medical, or pErsonal
purposes), or any law rehting to the modicinal l,3€ or dis{rlbuuon of mariiuana (collectivoly. 'Prohibitod Adlviti6s"), Any l6as€. lic6nse, subl€aso
or other agr€ement for us€, ocDrlp€ncy o( pGsessrion of any Pfoperty or CoBateral (colteclively a "leas€") wtth any thid persori fl6sses) sha[
6xprossly.prohibit the lessoe ftom engaging or permitting othets to engage in any Prohlbited ActivJtias. The underslgnod shall upon demard
provide Londer virlth a wrltlen slaternent setting forth tls cornpEance with thts section and statihg l,nhoth€r any Prohibibd Ac{hnfes 8rB of may
be occilning in, on or arourd tho Property or Collateral. lf the undeGlgn€d becomes a{|ara th6t any less€e ls llkely engaged ln 6ny Prohibit€d
Actlvlfes, Tho un&rsigned sha0, in comptrance with applicable la\i/, terminat€ lhe appllcable loase and {ake all ac-tions permltl€d by levy to
discontlnu€ sucfi ac,tivities. The uodersign€d shal, k€sp Lender fully advised of ils adions ar$ plans to comply with thl3 section 6nd to prev€ol
Ptohibnad AcltuiUss.
Thls ssctlon b a rnatGrial coflBidorauon and inducement upon which Lend€r rsllEs in sxlBnding c.€dit and othor finandal accommodaliofls to the
undeG$gnEd. Fallure by the undeGigned to comply wlth this section $hall constifln€ a mal€dal non-curable Event of D€fault Notrylthstarding
enything in this agroement, lhe Note or Rolat6d Oocuments regardhg rights to cure Evonts of Default Leflder is entited upon breacfr of lfris
section to lmmediataly exercise any and all romediss und6r thh agreemant, th6 Noto the Related Documents, and by law.
ln additlon aod not by way of limitation, lh€ undsrslgnad shall indgmnify. defend and hold Lender harml6ss from and agalnst any loss. daim,
damaga, fiablrity, fne, penalty. cost or exp€86 (including atlo.neys' f6es and expenses) arising from. out of or r6lat6d to any PohibitedActrvities al or on th6 Pfoperty or Collateral, Prohibited Ac{ivides by the undersign€d or any lassee sf th6 Proporty or Cdlateral, or the
underslgned's braach, violation, or iailure to onforco or comply wlth any of th6 covenants set forth in thb s6ction. This lndemnlty includes,
wilhorlt limltauon any clalm by any govemm€ntal €ntity or agency. any lessee, or any third person, ircludlng any govemm€ntal action for seizure
or forfeiture of any Properly of Colla(oral (with or without compensatlon lo Lend€r, ard wh6th€r or not Property or Collateral ls tak€n free of or
subjecl to Lender's lien or s€curity int6resu. A$ us€d ln thls section, th6 word 'unde6lgn€d'does not indudo Landor or any lndlvldual signlog
on behalf of Lender,
COMFUANCE CERTIFICATeS. At such intGilala and in such format as L€nder rtay d€signata from timE to time, Bonower shall provide Lenderwith writlen cartification by Bonower and i(3 atle$ting principal finandat or accounting offie2r: that all of Borrow€r's representations andwananligs under this Agroem€nt continus to bE tRl6, accurate and complete ln all material respects; that Eorroser is in compliancE wlth all ofits afffrmeuve oovenanliB, n€gative covgnants, financial covenants, reporting covgnantrs, and other covenants ln this Agreoment $at th6
ln,ormallon in all financial statemonts Bonower has submittad to Lerder, and lhe computa{ions provided with Borrowerl qtrrent and prior
cettlficates accuralely represont Bono/veis linandal po6ilion as of the dat€s th6reofi that Borrower's submitted financiat statsmsnts wer€
prepared in acordance wilh generally acepted accourfing prindplss (except as olhensisB disclosed thereln); that no event has occuned and no
condltion exists that constitutes (of with the passage of Ume and giving of any necessary notice lvould constitute) an Evgnt of Defardt uoder {his
AgreemenL
CREATIOH OF TRUSTS, ANO TRAHSFERS TO TRUSfS. Nei{her Bormwer nor
ass6B lnto any trust without giving written nouce to Lender at least ninety
describe in r€asonable dBtait lhe trust 10 be creatad and/or ihe assst transfet tro
be an ev6nt of defrult under {his inEt ument and lhe Loan.
any Guarantor ehall create as settor aFy trust, or transf€r any(90) days prior to such cr€atlon or transfer. That nouc6 shatl
be made. Failure by any such s€tilor to pnvide that notice shall
Neither Bonower nor any Guarantor shall c(eato 55 settlor any actual or purported spandthrift trust, asset protection trust or any other trust
BUSINESS LOAN AGREEMENT
(Continued)Page ILoan No: 9003
ht€ndod by lt6 t€nnr or ptrposa (or having {he efrect) to plotect assotjs from crectilors or io limit th6 dghta of exisUrp or futur€ cr€dilors (an
"Assot Protoction Tru6t') without lhs prior witton cqlsent of Lend€r. Lender.nay withhold th6t conseflt in itc sole discretlon, Creation of any
Ass€t Protectlon T.usI" and e6ch lranshr of asssls th€roio, by arry such settlor without Lenderb prlrr writton consent
(a) shall be an ewnt of default under thls ln{rument and lhe Loan,
(b) sh6il h6ve the efiect of, and shall b€ doemed aB a matler of law, regardless of that aetllor'B solv6ncy, of having been made by that
settlorwith the actual lntont of hinderlng and delaylng and defrarding Larder as that se{ior's credltor, and
(c) shalt conEtiUia a fraudulent t€n-sfer tfiat ls unenforcsable and void (not mcrely void6bl6) as against LendeL
w.r(h respect to eact such traudutont lransfier. Lander shal have all the rights and remedies providod by stete ftaudulont transfor larys, or
otherwls€ provided at law or equlty, Lerder shall have the right to oblain sn 6x parte court order dlrecting the trustee of the Ass€t Prctection
Trust to give L6nd€r writen notice a reasonable lime (of no less than ten busin€ss da!€) prior to maklng any dtstribution tom 6aid trust
Nothing kl this paragraph shall limit or aff€ct afly rights orr€m€dies otherwis6 providGd lo Lerder by law. equity or aqy cont'acl.
OOCUilENT IMAGIXG. Lendsr shsll b6 entided, ln lls sole disaelion, to imaga or make coples of all or any salaction of the agir€onEnts,
instsumonta, documeots, and itams aM recotds govemir€, arlciog &om or relathg to any of Eorourar's loans. indudlng, witho{r{ limitatlon, fhis
doqrfii€nt and the Related Oocuments, ad tcrder mry d€stroy or arctrive tho paper origlnals. The parties h6r6lo (i) waivo any r{gu to insist or
rcqtlre that Lsnd€r produc€ paper origlnals, (ii) agreo that such images shall b6 accorded the sarne forcs ard efut as th6 paper odginals, $il)
agroe that Lender is an{itled to $s6 sudl imagee in lbu of dostro}Ed or arctfuEd originals lor any purpose, includlng as admissible evideftco in
any de{lland. pres€ntrpnt or other proc€odings, and (iv) futther agroe that any executed facsimilE (faxed). scanned, or olh6r lmaged copy of thls
doatment or any Relatrad Document sh8dl be doemsd to be of the same force and 6fiec1 I the origiod manualty €xecuted dodrment
REPORITHG N€GATIYE INFORITATION. We 0.€ndor) r&ay repo( infio.mation abo( yorr (6onowe/s) account to crgdit bureaus. Lata payrnents,
miss€d payments, or olher defartts on your accounl may be rcf,ectod in your credit reporl
LETTER OF CREDIT FACILmES. Suttiect lo lhe terfiB of the Buslness Loan Agreemenl, Lender may issuo l6tt€r6 of credlt (each a "Letler of
Credlu on basralf ot Bonower. At no tlm6, howovor, shall lhe toial faco amounl ot all Len€rs of Credit oufstanding, less any partial draws pald
under the L€ti€rs of C(r9dit, plus Advences outstardirq. exceed the pdndpal conrnitment arnount of th6 Revolving Line of Credit. The amollnt
a!.af,aH6 und6r the Roolving Une of Crcdlt chall b€ automatlcaiy roduced by the amount of any Lattors d Cr€dil lssrred by Londer for or on
asount of Bonower. Any drass pald by Lender in 6cDordanc6 with any sudr Letbrs of Credit shal be rapaid by Borncwor to L€nd6r bv
advances under the Rcarclvtrg tin€ of &edn.
Sho{dd th€ RevoMng Llne of Credit nc( be renorred by L€nder, aduance6 h an arnount suffiot€fl| to fund ell lhe outslanding Lot16,a of Cr€dt
ksuod by Lender m behalf of Borroumrs will be di$urs€d lo Looder and held as cash conal,aral for repeyment of th€ oulstanding Let{erc of
Cr€dit. As each Letor of Credit €xpir€€, Lender sh8ll rBloase to Bofiorver tho corespondlng funds held for that Lstter of Credil
(1) Upon Lendedc rBqu6t, Bonour.r Fomptly shatl pay to lirdor lsaranca fse3 aod eucfi other feee, oornmlsdons, cGts, and any
out-of+ock6t expensa6 cfiarged or lncunad by Lender with respeci to any Lette, of Cr6dh.
(2) Tho commltn€nt by Lender to issu6 L6[ers of Credit shall, ur{ers €arli€r termlnatod ln accordance with tne t€rms of the Loan Agre€tneil,
automs{icany brmhates on the Exphauon Dala ard no Lettsr of Credt shall oxplre on a data which b mor€ than thr6€ hundred ehdy-llve (385)
days aft€r th€ Expiralion Data.
(3) Eadr Lstter of Credit shall bo tn form and srbstance satisfactory to Lend€r and in favot of benglidades satisfac'tory to Lender, povided thot
Londor may refuBa lo lsslio a Letter of Cradit dua to the nature of th€ transaction or ils t6rm3 or in connecdion wilh any transec{ion wh€re
Lender, due to the ben6ficl8ry or the flationallly or residence of the beneficiary, uaould bo prohibited tly aoy applicrbla law, regrulafon, or order
fiom lssuhg s*rc$ l"rtler of Gredit. Und6r flo clrcrrrlstarlcss, however, will a Lsfiar of Credit exceod 365 days tom the issu6 date.
(4) Prlor to th€ bsuancE of eacr! Letlor sf Credlt. and in all evenls prior to any daily cutcff time Lender may hav€ gstablish€d for purposes
lhe(€of. Bonsrer shall dolh/€r l,o Lender a duly sxeflt€d form of l.endads standard ,orm of application for i66uancs of btter of credit with
proper ifts€rtions.
IflSCELLiN€OUS PROvlSlOttS- The fullowhg mlscnllaneous provisions are a part d lhi6 Agro€EBnl:
Amendmentg. Thb Agr6em6ol together wlth any Related Document$, oonstitjtes lhe €nlirE understanding 6nd ageomeht of the partles
as b the matters s€t fcrth in this Agre€ment. No alteratlon of or amondment to thh Agreem€nt shall be sffedive unl€ss gi\En ln writlng
and signed by th€ perly or perlies sought to b6 chatgod or bound by the altsration or €m€ndment.
Attomel/s' Fees; Exponscs. Borrower agreas to pay upon domand all of Londer's costs and expenser, ,nduding Lender's reasonable
attomeys'6es and Lende/s legal expanses, lncrned in connection with tho eBforc€ment of this Agreemanl Lender may hire or pay
som€ona elso to help enforG thb Agr6em6nt, and Bonower shall pay th6 co6ts and expensos of such snforcemsnL Costs and expensas
includ6 L6rdet's r€asonsblo attomeyE'laes and logal expens€s wtr6th6r or not lhere ls a lawsuit, including reasonablo attom€ys'lees and
legal expenses for bankrupL,y prcceedings (lncluding sfiorts to modify or vacate any autJomalic stay or lnjunction), appeals, afid any
anticlpatBd post-'judgm€nt coll€ctlon service3. Borrcwer also sh€ll pay all court costs and such additional fe€6 as may be directed by tha
murt.
Capllon Headingr Capt'on hoadlngs ln this Agre€ment arB fol conveni€nce purposes only and are not to be trsed to Interpret ol ddine ths
provlslons of lhis Agreem€nt.
Consont to Lorn Farticlpation. Bonower agrees and consents to L6nd6r's s6l€ or transfer, whethor now or later, of on6 or morepadicipation intsrests ln the Loan to one or moro purchaseG, rvhether rslat€d or unrelated lo Land6r. londer may provlde, without any
limitauon whatsoevGr, to any one or mors purciasefs, or potontial purchasers, any informauon or koowledge Lender may have about
Borrower or about any oth€r matter r6laung to the Loan, and Eonowpr hareby waiv€s any rights to pdvacy Borrower may have with r*p€ct
to such matterE. BorrowEraddilionally waives any and all noticEs of sale of participatlon lntsrests, as w€ll as atl noUces of any ropurchase
of suctr partlcipation interests. Bonoder also agGes that lhe purchas€rs of any sucfr particlpation intorests Wll be considered as the
absoluto o,mers of such inlarostl in the Loan and wlll have alt the righ{s grantod under the participatlon agreem€rit or agG6m6nts
goveming lhe sale of sudr partldpation interests. Bonower furthor wafues all dghts of ofhet or counterclaim that it rnay hav6 now or lat€r
against Londor or against any purchaser of such a padcipation interest and unconditionally agre€s that eitrer Lender or such purchaser may
enforce Borrower's obligallon under the Loan irospec0ve of lha faflure ot insolvancy of any holdor of any int6r"st in the Loan Bonower
furth€r agreBs that ths purdraser of any such participation interests may enforce lts lntarests inespective of any percmal claims or
dgfenses lhat Bonower may havs against L€nder.
Govemlng l.aw- Thls Agr€ement will be gwerned by federal law appllcable to Lender an4 to the ext8nt nat preempted by federal law, thelaws of the Sta(e of ldahc withod regard to lts confllcts of law provisions- Thie Agreement has beeo aecepted by Lender Io the State of
ldaho.
Cholce of Venue- If thers is a tawsult, Bonower agre€s upon Lender! r€quest to submit to the jurisdiction of (ha courts of Ada County,
Slate of ldaho.
Loan No:9003
BUSINESS LOAN AGREEMENT
(ContinuedJ Page I
Jolnt and Several Llabillty. All obllgations of Bono,var under thb ,i{rrBomefit shall be Jolnt and several, and all referoncos to Bono .er shall
mean each and avery Borrower. This rlieans that €adr Borrower signhg below is responsible for alt obligations in this Agroement WherE
eny one or mor€ of the parlles is a corporation, partnorshh, linriG<l Habllity company or similar antlty, lt is not necessary 60r L6nd6r to
lnquire lnto the powers of any of lhe ofricats, directors, partr€r8, rnernb6r6, or oth6r ag€n(s etir€ or purporting to act on th€ entlty's
behatf. and any obligatficns made ol cteat6d in lollanc€ upon lhe Fofossed 6x6rcis6 of such polers sha[ be gruaranteed und6r thi6
Agreemenl
l{o Waiver by Lendor. Lender shall not be daamed to havo walved any rights undor lhls Agroemsnt unl€ss suctt waivar ls glvan in writing
and Gigoed by Lerder. N,o delay or omlss;on on the part of Lendet in oxerclsing any rlghl shall operate as a wafuer of sucfi ,lght or any
oth€r right. A waiver by lendcr of a provhlon of thls Agr€€ment shall not prejudica or cofist]&t6 a vreiver of Lende/s rigH othorwls€ lo
demand ahlct complia'lce with that provlsion or any other provision of thi3 Agrsernont. No pdor waiver by L€rder, nor any cours€ of
dealiq0 betwoen Lender and Bonowor,. or betvvesn l-6nder and any Grantor, shall constitutB 8 waiver of any of Lender's rights or of any of
Bonower's or sny Granto/s obfigatlons as {o 9ny future transad,ions- Whenever the oons€nt of L6oder is required under this Agire€rnent,
tho granffng of such consenl by Londor in any inshnce shall not constituto continulng cons€nt to subsequsnt instances where suctr oonsed
is req.rirod ard in all casss su{*r cons€nt rnay be grarded or wlthh€ld in lhe sole discrelbn of Lender,
Notlces. Any nouce requked to be given und6r thls Ageernent shall be giv6n tn urrlting. and shall be ofrective lvtlen acluatty dslivered.
when actually recdlved by ielefacslmtle (unless otheruise t€qui*d by law). wh€n dcposltsd with a nationally re@niz6d ov€might eouder,
or, if ma8ed, when dsposited ih lhe Unit€d Slates matl. as first class, cartiF€d or r6gist6rBd mall pogtag€ prepaid, direc{od to thg addr€sGos
shovrn nsr th6 beginnblg of thls Agreemenl Any party may dtango its address for noties under tils Agreement by giving formal writen
notlce to the oltrer parties, 6p€drylftg that lhe purposc of the notice ls lo change th6 par!y's address. For notl@ purpo€€s, Bonower
agrues to k€€p Lendar inbrmed at all t!fllgs of Bormwefs cilneal addGss. Unl6s6 oih6n4rls€ provided or reguir€d by ratv, lf lher€ lE morg
than one Borrowgr, any notice given by Lender to any Bofiow€r ls &emed to be no0oe given io all Bofiorv€(s.
Seyerabllity. lf I court of competent jurisdicticn finds any provlslon of thls Agreement lo b6 i[egal, hvalld, or unentorceable as to any
p€rson or clrrJrBtan6, lhat {lndtng shall not make the off€nding provlsion ill6gal, ,nvalid, or unBnforceablo as io any other person orcirdtrnstanca. lf fsasiblo, the otfandirq provlskrn ehall be ooru;idercd modifled so tttal lt becomes l€gst, valid and enforceable. lf tl€
ofiending prorlsion cannot be so modifed, it shall b€ coosldgred dehted from thle Agreemenl Unless otherwhe reguired by law, thelllegaltty, lnvatidlty, or unoofuoaablllty of any ptwbion of this Aglr6ment shall no{ iffuct tho l€gality, validity or enforceabillty oi any olherpovtslon of this Agireemanl.
Sub6ldh,l8€ and Afiiliatcs of Bonower. To tho oxGnt lhe cont€xt of any ptovisiors of this Agreement mak€s lt epropdale, lndudhrg
witho{rt |tmltatirn emy rBpEsentatlon, wananty or coronant the word 'Borrowef as us€d ln this Agr€ement shall include all of Eonorvads
subsldiaries ard affillates. Nolwilhslafldlng lhe foregoing how€vor, und6r no circumstanc€s shdl thls Agreement be conotrued to r€qulre
Lender to mak6 any Loan or o{her rtranciat aocofiynodafioo to sny of Eorolv€fs srbsldhrios or alfiliates.
$uccaesors and Asslgns. All cor/gnants and €graemenls by or on b€hatr of Eorro,ver con!6in€d ln thts Agnremer( or any RdatedDocum€nts ahafi blnd Botrcn,vofs 6uc6ssors and assigns and dlall inure lo th6 b€n6fit of Lerder and its succeseorE ard asslgrrs. -Sorroror
shall not hor,vever, have lh6 right to assign Bonowefs righls under this AgroEment or any lnt€rest theretn, without {he prior writlsn
cons6ltt of Lend6a.
Survival of Repesentatlone and llilarranties. BonolYer undgr8tands and agrees that in maktng tho [oan, Lender is rclyiag on allrspr6€ntatisls, warranties, and @venanls made by Eormwar ln $is Agreern€nt or in 8ny c€rlilicate or other instrurBnt delivered byBonowerto Lender under lhis Agr€€ment or lhe Retated Doctrn€r{s. Bonower furlher agreos that rsgardless of any irw€s{igatton made by
Lerd€r, all sdctr rcprss€ntations, warranties atd covonants wlll survlve the makLrg of the loafi and delfuery to Lender of th€ Related
Bocuments, shall be conlinuing in nshJrB, afld shall remain in full torc6 and effoct until such time as Borrd^,€t's lndobtsdness shall be paid
ln full, of un{it thls Agre€ment sha[ b€ terminated ln the mann6r provided abovo, whichever b ths last to ocanr.
Time B of lhe Essence- Time is of the essence in th€ p€rfarmanc€ of thls Ageeftent
DEFINmOfiS. The followlng capltalized words and ternE shall have the fonowing meanin!6 when used in this Agraement Uoless sp€cifically
statBd to lhs contrary, €ll tefer€ncss to dollar amounb shall mean amounb h lawful money of the Lrnited Statos of America. Words and tdrnrs
u6ed in tho slngular 6hall hclude the plural, and the plural shall lndude the singular, as th6 cohtext may r6quir6, Word6 and terms not oth€il/iso
d$n€d in thls Agr€€med shall have th6 meanings attrlbu(€d to such t6nns in the Unifofin Comm€rdal Code. Accounting rr'rords and trerms not
othorwise defined in lhis Agreemgntshall hav6 the rneanings gssigned to them ln acerdancE with generally accspted accountlng prindpl€s as in
efroct on the date of thls AglEament:
Advance- The word 'Advance' meanc a dlsburssment of Loan funds mado, or to be made, to Borrower or on Bonowefs behatf on a line
of cr€dlt or mutliple ad\ance basls undsr the tonns ard conditions of this Agrc€ment
Agrcement Tho wod'Agr€oment'm€ans {his Bu3in€ss Loan Agreemen( as this Busin€ss loao Aoreement may bs 8rr]ended or modified
from llma to tlme, togolher wlth all exhlblts and schedules attached to thls Buslnecs Loao Agreement frorn time to tlrne.
8orow.r. The word 'Bonorrlet" moans Cambridge Telephono C.ompsnyi and CTC Telecom, lnc. and indudos all co€lgn€rs and cornakers
signing th€ Nole and all their succassors and assign&
Collalcral. fhe word "Collaleral' rneaN all prop€rty and ass€ts granled as collateral socurlty for a Loan, wheth€r r6al or pgtsonal property,whelior granted dirsclry or indirectly, whether grantod now or in the fufurs, and whether grant€d in the form of a security lnterest,
mortgage, collateral mortgage, deed of trust, assignment, pledg6, crop pledge, chettsl morlgage, coltaleral chatel mortgage, chattel trust,
factor's llen, oqulpmont tflrst, condilional salo, trust tec6lpt, llen, charge; lien or titl€ rotontion contrac't, lease or consignment inlendsd as s
security device, or any other socurity or llen int€rest \xhatso€ver, whother crgated by faw, contracil, or othorwis€.
Environmental tar,rs. The words 'Envlronmental Lari,s' rnean ahy and alt stats, Hersl and local statutes. regulations and ordinancGs
reladng to the prolectlon of human health or lhs €nvironm€nt, induding without limita(on the Comprehansive Environmental R€sponse,
Comp€nsation, and Llabillty Act of 1980, as amended, 42 U.S.C. Section 9601, et eeq. ('CERCLA"), the Superfund Amendments and
Reaulhorization Act of 1986, Pub. L. No. 99-499 ("SARA"). {he Hazardous Materials Transportation Act, 4S U.S.C. Section 1801, et seq.,
thB Resourco Conservation and Recovery Act, 42 U.S,C. Section 6901, et seq., or other applicable s{at6 or foderal laws, rules, or
regulations adopled pursuant thereto.
Eveot of DefaulL The words "Event of Defauit' mean any ol tha evenls of default set forth in this Agrsement in the default section of this
AgreemenL
€AAP. The lvord'GAAP" means generally accepted accounung pdncipl€s.
Granloe The word "Grantor' means each and all of the p€rsons or €ntlties granting a Securiv lnterest ln any Collateral for the Loan,
includihg wathout llmltation all gonowers granting sqch a Security hl€rest.
Loan No: 9003
BUSINESS LOAN AGREEMENT(Continued)Page l0
Guaantor. The wo(d "Guarantof moan6 any guarantor, suGty. or accommodaton party of any or all of the [oan.
Gusr.nty. The uord "Guaranty' means ths guaranty from GuaEntor to Lcnder, includlng without llmitation a guararity of all or paft of th6
Note.
Ha:trdou3 Subetancer. The uords 'Hr-atdous Substances' mean materlals that. bocauso of thelr quantlty, conc€ntralion oa ptryslcsl,
ctremlcal or infecdous characierlstlcs, may cause or p@€ I p{r$6nt ol pohntial hazard to human h6al{h or thg onvbonrnont wh€a
lmproperly us€d. treated, stored, dispo€ed of genemted. manufactu.od, transported or olherwiso handled. The wods 'He"ardous
Subsfan&s. are us€d in thelr very b,road6st sense and lnclude wlthout llmitadon any and a[ hazardous or toxlc substancas, matsrials or
wasts as deffned by or llsted undor lhe Environmental La$E, Th€ t6rm'Hazardous SubsEncss" also indud68. tvithout limiHon, petroleum
and pekd€um by-ptoducls or anyfractlon thoraof 6nd asb€sto6'
tndebtedness. The word "lnd€bl,adn€s$" m6am and itrdudeG wltfrout llmitation all Loans. toooth€r with all other obligalions, debls and
liab[|i0e6 of Borrowor to Londor, or any one or more of them, es well as all da&ns by Lendor against Borrower, or any one ol frprs of them;
wh6lt6r nor,v or hersafler 6.xistirE, voluntary or lnrofuntary. due or not due, 6b.olute or contingent, liquHatad or unEquid€rlod; uhether
gorrow€f, may be ltable lndfuldually or joln{y with othorB; whether Borrourer may be obllgated as e guaEmtor, surety, or otherwls€; whether
Eco\rery upon suctr indebtedness rnay be or hereafisr may b€oomo baned by eny statute of limitalbns: and u/heth€f such lndobtedness
may bo or h€rgaffgr rrBy b€coma othenris€ uneflfiorceable.
L.nd.r. The wod "Lendef maans ZB, N.A- dba Zlon6 Flrst l{auonal Bank, its strccssors and assigns.
Loan. The word 'Loan' m6ans any and all loans md financlal accommodatiiens tom l"ender to Bonov!€r wh6th6r flofl or herearter
oxistino. and ho{r/Bv6r eddenced, lnduding rrrlthoul f,mitalion lhosa loans and financhl acco$modations doscrlbed ierein or descdbed on
any eif,ioit or sch6dul6 at&ached to thts Agreemer{ from tith€ to !im6.
t{ote- The r,vord 'No!o' me6ns tho Not6 dat6'd Mac-tr 29. n17 and exGcubd by CambridgB Tslephone Company; ard CTC Telecom, lnc. ln
th6 p(lndpal amour* of $'i,OOO,0OO-OO. logeltEr wlth dl renewals of, oxterlsions of, modtflcatlons o( refinandngs of oonsoiidstlons ot,
and substihrtions for th6 ffte or credt agreernent
Pomlttod Llon!. Th€ worde "Permttisd Liens' rn6an (1) lill}s and socrrrtty iot8rests searirE lndebtadn€$ olt €d by Bonowar to Lendet:(2) lbre for taxoc, a8s€Bsrn6r*s. or slmilar drxges eithar not yst drp or b€ing contesbd in good falth; (3) lie'rs of tnsterleknsn,
mectranics. warehousemen, or canbrs, or ollrot llk6 0ens arlslng ln tfts ordinary couee of businoss and sectrlng obligatons wtrich ero not
yet d.l;rqu6rt (4) puftfiaE€ nrcney liens or purchase rnoney socrr.lty tortcr€sts r+on or in any prop€rty aoquk€d or hdd by Borro$r6r io th€
ordhay cour$6 of buslness to s6cur€ lndebtedness outslanding on thE date of lhls Agreemer* or permitt€d to be lnoJrGd und8r tho
paragreph o1 6116 Agreement fitl€d 'hdat*e&ress ard Llans'; (5) li€.rs and i6(rlrity lntGr€sts whlch. aB sf the date of thic Agrgefl€nl
havo b€efl dsdos€d io aod appro\red by the Lerder ln wdtng; and {6) thds€ llens and s€curlty interest$ v.rhich ln lh€ aggrogate conE{ituta
an krm6tslal snd lnslgnificant monotary arnount with resp€ct to the nst value of Bonou€r's assots.
Ralated Oocum.ntr. The $rords "Rel6t6d Doc,lrn6nG' mean dl promlssoay not€s, cradlt agrp€meots, loan agrcornents, €nvirontnefllal
agBern6nti, gualtrnlie6, securlty agreemeots, mortgagos, deeds of trust securlty de6ds, coflatord mortgageE, aod all other hstrunl€nls,
agrosrnents ard documdrb, whothor n(Ril or hereaffer existing, o)(e{Irted in connec&n with ths Loan.
Securfty A$€ernent The wor6 'Seurrity Agrsement' mean and indude wtthout limitation any agroern€nts, prcmlses, coroflants,
anso06ln6ntq understandlngs orottEr agreements, wtEfiorcrgd€d by law, corilract, or olhorwise, evldercirXg, goreming, r€presenlino, or
creafrng a Sacud{y lnlorosl
$ecraity tnter.st The u,iords "security lnbl€sf mean. wihout llmMo.L ahy and dl typas of colhtsral sgojrity. prosetlt and future,
wtrether ln the fu,rm sf a li6n, drarge, enarmbrance, mortgag€, de€d of trusl socurity deed, ass'rgnmer*, pbdge, clop pledgo, chat€lmortgqo, odlateral chattgl mortgage, dran€l fusl {actor's llon, equlprnont trust. cotditlonal sale, trust recsipt. li{tn ot tiue retontlon
contract lea$.6 or condgnment lnteld€d as a seanrity &vio6, or arry o,ther sesJrily or li6n lnt€rest wtlaigoev€t *hether crEatBd by tiaw.
contract or olh€rwbe.
BORROWER ACKIiIOWLEOGES HAVII{G READ ALL TflE PROVISIoNS OF THIS BUSI}IESS LOAN AGREEMEHT ANO BORROWER AGREES TO
ITS TERIAS. THIS EUSINES$ LOAN AGREEilEIIT ls AATEO TIARC}I 29,2017 .
EORROY'GE
TELgPHONE
Telephone Company
r{c.cTc
Loan l{o: 9O03
BUSINESS LOAN AGREEMENT
(Continued)Page 1l
LEI{OEB:
zB,N^[Z}ONS FIRET }IATIONAL AANK
GEfraq ar.8sc.{*frL!c. 4Hre .D ff$a-HE B,6 RI4
tilffi ilffi flilflfliltHilfl illilffi fffl ffi ffi ffi ffiililfl rfi ffi
'002FN40931 4TToOO0PROMNOTE'
PROMISSORY NOTE
Borrower: CenftrldgeTelephoneCompany
CTC Talaco0r, lnc.
130 N SuPerior
cambddge,tD 83610
Lender:ZB, t{.A. dba Zoos Fl.Et N.lional Baak
lrlleiser Flnanclal Center
34 East Main
Weiser, lO 83672
Principal Amountr $1,000,000.00 Date of Note: March 29,2017
PROilISE TO PAY. Cartbrldge Tetephone Company; atrd CTC Tetecom, lnc. {-Borrowef) joinUy and sevetally prorniso 1o pay to 28, N-A- dba
2rons Flnt ilational sank ('L6ndef), or ordar, ln lawful moncy of the Unlted States of Ameriea. tte princlpal amouflt of One lilllion & 001100
Dotlarc (${,tx)0.000.OO}, logethar liti{h interest on the unpaid prlnctpal balance ftom March 29, 20r7, ur$l paid in full.
PAYHENT. Subloct to an, payment changss resuldng ftom changcr ln any lndex for tlris loarL Borrower wlll pay this loan ln accordancc wittr
tfte foEo*lng payfieflt schedute. *,hich ca,cuhl.s lnler€st on tho unpaid pdtrc&al balances as describ€d ln th€ 'INTEREST GALCUI-ATiON
METHOD'par.graph uaiog the ioterest rates d.sctibed ln thls prilgraph: 12 monltdy consecutive in{6ro3t payrnents. beglnnlng rpdl 29, 2O't7.
wlth lnLr.st calculatod on thc unptld prlndpal balancee qshg afi |tderest rate based on lhe lndex descdbed b€ldw {cunerrl|, t.l527o}, ptus a
marglo of 3.500%, rrsulting ln an lnlllal lrftrest rate at 4.852oh per annum bas€d on a year of 36O dayE {-Paymer{ Strcam ,1: 59 moothly
consecutlrre prlnclpd and lntar?sl pdymont6 o, ${8,8O2-4S each, b€!}nnlng April 29, 20{8. rrlth intorct calculatod on tho unpald prlnclpal
bahnces u$lng an lol3rtst rato ot 1.775Yc per annum bas€d on a ycar of 350 dayE fPaymcnt $tream 2"); and one pdndpal and lntercst
prym€nt of $18,802.8'l on March 29,2A23, wltfi lntercet calculaH on tho unpald pfitclpel bala[css urlng an in{6r6st rate of 4.775.h gar
annum based on a year of 36O day3 fPaymont Stream 3'). ThiB lslimaLd fln8l peymont 16 based on tl'ra assomp{lon ttrat aS paymenG tYlll ba
mad6 Gxactly es *cireduled: the actual liaaa payilent wlll be for all prlnclpal and accrued lntBrgst not yet paid, togcthei lyith any other u'lpald
anrounts und6. ttrls NotB. Unlras otfterwl6s agreed or tequired by rpplic.ble law' payrneots will bG aFpli€d tl'st to any unpald coUeclion costs;
lhen to any accrued unpeid lnt€.est; and thcn to pr'ncbal. Bonorver will pay trndcr at t endefs addre$ shown aboye or at Such other placs as
Lender ma, deEignde ln l}ltttng.
VARIABLE I'{TEREST RATE Thls N6ta shatl be subjecd to rnors than ono intorest rat€, as des{rlbed hs{eln. The c{rn6nt ratB for any lndex fior
thls loan ls not nocassarily Ure k w€st l.ale charged by Lander on its loans, lf any lndex for thig loan becomss unavailable during the term of a
partidrlar palrrner{ stream, Lender may designate a subsgtute index after noti{ing Borro$r€r. Lender will 16ll Bon(l#6r the cunent rale fiar any
lndex fior thb loan upon Eonowe,'s r6qucst. Sorrowtsr underslandE lhat londer may maks loam based on other €tos €s 1/16ll. Notwithsiaoding
arry drer provlsion of this Note, afier the firEt paynr€nt slream, lhe interest rate for eactl sub6s$Jent payment 6trea't will be 6ff6cttus as of the
du6 date of the !a6t paymont ln the just-ending payment sloam. NOTICEI Undor no drfirrnstaflcss wil, tho inter€st rate on thls Note b€ morB
than lhe maximum rato allorgd by applicable lav/. Whonerler incr€Eses occur ln th6 interes( rate, L€rder. at its option, may do on6 ol rnore of
the bllo|ing: {A} increasa.Bor&w6r's paynrents to ensu'e Sonowofs toan wlll pary off by its orig;nal final rnaturity date, (B) lncr6*e
Borrowa/s payrn€ne to cover sccruiag inlor€sl (C) iacrease the number of gonowefs paym€nts, and {D} continoe Boroirel,s payments at
tie same €mount and incresse Eonote/s fnal paytngnl
Paymea{ Srr€am l. lhe htorest rats on this paym€nt stroam ls subject to chango irom time to tme based on changos in a$ lndep€ndsnt
ind6x l^,hlch ]s lhe 3 Month UEOR rate. L€nde/s LIBOR rate is to be strictly lntBrproted and [s not intendod lo serw any purpose olher
than provtding an index 10 detennlne th6 interesl rat€ us€d herein. Londe/s L€OR.ate may not necessarily b6 the 6amo as the quolod
ofiered side in the Eulodollar tlmo deposlt mart(et by any partlcalar institltiofi or s6rvic6 appliEblo 10 any interest period. As osed hsrBin.
Lender's LIBOR rate shell mean the ratEs per elnum quoted by Londsr as Lends/s 3 Month LIEOR raG basad upon quotgs from the London
lnterbank Of6r6d Rats fom the ICE Eendrrna* Admlnhtration lnler*t Settlement Ratas. as guoled for U"S. Dollars by Bloomberg, or other
comparabl6 seryicas salected by the Lender (th6 "lndex'). The Interest rate change will not occur moIB often than each tirse months. The
Index currently ls 1.752a/e per snnum. Tho int€r€st rate or rat6s to be appllod to the unpald principat balancs durlng this payment slreamwiil be the ral6 or rates sel forth hersin in the "Paym6nf 6ection.
Paymehl St'tams 2€. Tho inl€rest rate on the3e payfient streams is 4.?759o per aonom bas€d on a year of 360 days.
INTEREST CALCULATION ITETHOO. lntered on this Not6 ls compulod on a 365/360 basi3; that is, by applylog the retlo of the interest rate
oyer a yoar of 360 days, multlplied by lhe outglandlng prlnctpal balance, mulllplled by the aclual numbsr of days the pr{nclpal balance lao(tslandlng. Alt lnte,est payable under thls Notc b computcd uslng lhis method. This calculatlon me{hod regulls ln a higher effec,tlve in{erest
rat3 lhan Ur6 numeric int€rest rabs statad ln thls Note.
VARIABLE RATE FLOOR Notwithstanding anythirrg to th6 contrary herein, if th6 interest rat6 b calculated with any LIBOR or LlBOFUSr,tap rate
lndox plus a margin, th€n und6r no circurfistanceE will lhe lnd6x be l6ss than 2610 p€rc€nt (07o) per annum, To the extenl lhere is an interest
ral,e floor descdbed in lhe VARIABLE II.ITEREST RATE paragraph whicfi is diFerent than the lnterest rate floor described in this paragraph, (hen
lhe lnterest rate ioor amount s€t forth in tho VARIABLE INTER€ST RATE paragraph shall b6 applicable. Under no circumstan@s wlll the
intorsst rate on this Note be less than 2610 percent (0%) per annum.
PREPAYMET{T PEI'IALTY. 80110!l,6r agreos tha( all toan fees and other prepaid finance ctrargss are eamed fuuy as of the date of the loan and
will not be subject to rEfund upon early paym6nt (rvhether voluntary or as a result of default), sxcept as otherwise roguir€d by law. Upon
prepayment of lhls Note, Lender ls entitled to {he followlng prepayment penalty: Borroryer may pay np to ten percent ({O%) of the otigina}princlpal batanco each twelve monlhs from the anntYersary dat of &ls Nole $lthout prepayn*nt fee f'Ponaity Free PreFayment"). The Penany
Free Prepayment ls noncumulative. Any additlonal payments shall be subject to a prepayment fee equal to nlnety percent (90%) of the present
valgo of the differanca behseefl the htercst rate her€on and the inierest.harg€d by Lender at the time of prepayment for lixed rate loars wlth a
maturity date equal to lhat $ereof dhcounted at a rale equal to fte lr(eresft rate payabte for a slmilar mahrrity calculated at the tim. of
prepaymenl. lf the irGrcst rate hereon lr less than that payable at lhe lime of prepaymen! no prepayrnent will ba assessed- Except for the
foregolng, Borrbwer rnay pay all ot a portion of lhe amormt osred earlier lhan it ls due, Early payments wlll not, unless agreed to by Lender inwriting, ,eliev6 Bormwer of Bonoileds obligalion to cootinus to mar.e payments under lhe paym€nt scheduto. Rather, early payGenls lvill
reducB lhe prindpat balanco du€ and may result in Eonolvgfs making fewer payments. Bonow€r agrees not to s€nd Lender payments marfted
rtrfiilil
R6f€r6nc6s in the boxBs abov€ are br L6ndc/s use onty and do not limit the applicability of this doqrment to any partiarlar toan or item.
Anv ilem above cont€lninq be€n omitted du€ to telt lenoth limitations.
Loan No:9003
PROMISSORY NOTE
(Continued)Page 2
'paid in full', Vlthout recourso", or similar languag€. lf Bonower sends such a payment, L€nd6r may acrept lt without lo{nng any of Lend€fc
rlghts under lhls Note, and Eoror/er will romaln obligatad to pay any further amosrt owed to Lender. All rvritten commuolc.tions concerning
dbputed arnounts, lncludlng any check ot olhor paymont Instrurn nt that lndlcatec that the payment constitut€s layment ln full' of tho amount
owod fi th.t tr tendsrcd with o{her condilionr or lim}lauoos ot as full satisfaction of a dkputed amourt must b€ mailed or dellvered toz ZB,
N.A. dbe Zlors Flrrt N$onat Bank, P.O. Box 25822 Sttt Lare Clty, UT A412548?,.
INIEREST AFIER oEFAULT. Upon defrult, including tgiltlt€ !o pay upon fnal maturity, th6 int€rest rate on this Note 6hall be hcraased by
addirE an additionat 3.Oo0 p€rcentage polnt margln ("Default Rats Matgtn'). The D€fault Rat6 Margin shalt also apply to eactr succeedin!1
interast rato chanse that r,vould havo applied hsd there been no default. Aftor rnatrrity, or after thls Note lrould hav€ malurEd had there be€n
no dEfaulL the De{ault Rat€ Margln will continue to apply to the linal lnterest rate described in this Nols. Horr,ever. ln no event will tha intorest
.ate excoed lhe maxlmum inlerest ratts limitauons under appllcablo law.
DEFAULT. €ach of tho bllnwing shalt co?Etilute an svent of default fEvent of Defaull') unds this Nole:
Paym.nt DefaulL Borower fails to mako any payment when du€ urder lhis Note.
Othar tlefaults. Bonorer laits to compty wilh or lo psrf,orm ary o(her term, obligafion, coi/enant or condlion conlained ln thb ISte or ln
any of the related doalmons oi to compty with or to p€tfotm sny t€rm, obligntion, covenant orcondition contiaifled ln any other agreofient' betlve€o Lendarand Borrower.
Default la Favor of Third Partles- Boro1. er or any Grantor defaults onder any loan, extonston of cr6dit, seqJrity agfoernent, purchas€ or
sales agrecmen! or any other agrearn6nt, in favor of, any other creditor or p€lson that may matorialty €fiect any of Eonowe/s property or
Bonowels atflity to r+ay this I'lote or perfiorm Bonowe/s obllgations uldor this Note or aoy of $e related documsntis.
Envlronmental Dafault Failure of any party to comply with or perform when due any t8rm, obllgation, covenant or condltion con&ained ln
any ern ironm6rtal agr€€ment exedJtod in connedlon with any loan.
False Stalemcr*s. Any waranty, reprosentation or gtatomer( tnado or fumlshed to Lender by Sormrrer or on Borrorirro,'s botEtf und6r thi6
Nola or th€ rebted docurnente ls false or mldeadlrg in any matgrlal rsspect either now or at the tlm6 made or fumishod or bemmec fulse
or ndslEading at any ttttc tfi6r6at€r.
ln3okanctr. Th6 dissolution ot tamlndon sf Sonowafs cxis{oncs as a golng buslnast, the insolvency of Borow€r, lie appoidrngnt of a
rBcelvel for any part of Bonoure/s proporty, any asignment for th6 ben€iit of crsdibrs, any typ€ of crodito( workouL or tlre
commencam€nt of sny procoeding utd€r any bankruptcy or lnsolvoncy laws by or agalnst Borower.
Cmdllor or Forftlturo Procesdlngc. Commencoment of forodosur€ or frorftiture procecdings, urheth€r by Judldal proc€edir€, celf-hep.
rsposs€sslon or sry olh€r m6lhod, by aoy cl€dilor of Eonower or by 6qy goyemmenlial ag$cy ggainst afly collaioral s€clfing tho ban
Thls lndrrd$ a gamblrmsnt of any of Bonowa/s acoounts, lncludhg d€posit accounb, wtth L€flder, Ho.vet/6r, tfrls Event of Defrdt shall
not apdy ff thers b a good iaith dhpde by Eonower.s to thc validttv or reasonableness of th€ dskn urtricr! is lfie brel6 of the cr€diior or
fiorfaiture proceedng and if Borower glves l€{rd€r writt€n nodc€ of the cr6dhor or iorfutfure proceedirg and d€posis with Lendsr rnoniG or
a surety bond br lhe credltor or iorfehure proc€eding. in an amount dstalmined by Lsrrder, h itg sole dlscretion. as b€ing an adsqEtro
rss€wo or bord for lhe disputo.
Evants Afiecting Guarantor. Any of the preoeding avents o@ura wlth rosped to any Guaranlor of 6ny of the lndebtedness or any
Guarantor dles or bocomes incompetent, or te\ftokes or dispules th€ validty ot, or liabitily urder. any guaranty of tho indeotednsss
evld6oc6d by fik Notg,
Chaage ln otynership. Any ctrange in olvner8hip of tventy-live percent (25olo) or rnore of the common 6tock of Bornor /er-
Adverte Change- A rnaterlal adv€tsa chango occurs i6 Bonowa/s financial condition. or Lender bellevgs the prosp€et of paymsnt orperfonnancc of this tlote b impaked.
lnsecurity. l.ender in good tuilh bEEsves itsolf insecure.
Cure Prqyisions- lf arry d6fault, other thar a default in payment is trlrable and if Bono{,€r has not b6€n given a rotlcs of e t}rsach of the
same prodslon of this Nots wlthin lhe lroced,rE twelve (12) mor{hs, it may b6 cured lf Bonoryer, affor landor sends wriuen notics io
Sormwerdemandingcjrosf6uchd€faulf (1) (r$es{hedefaultwlthlnfifteeh(15)days;or (2) IftheqJrsrequir3sft&re{hanfifteen(15)
days, lmmediately Initiates stsps whbh Lander deems ln [.endel3 sol6 discretlon to bo suficient to cur6 tlr6 default and thereater
@nlinu6s and complet€s aX reasonable afid nec€ssary stops sufiici€nt to produce compliance as soon as reasonably practical.
I}{volCING INIEREST AFTER DEFAULT. Vthen the lntorest rate payable under thls Not6 h6 be€n increased under tho section abovo entiu6d
"lnt€r€st Aftar Befault,' L€nder may lnrroice Eonower for a slnglo amount of accru€d int€rest tiat rcpr66ents the sum of both (i) ac.rual under
tho interBd rato applicable ln the abs6nca of default ('ordinary interest"), and (ii) additionat accrual resuldng ftom the defaul( and interes{ rale
increase ('default interEst"), 41e6s{vel}, in Lende/s sob dlsc.€llon, Lende/s invoice may identiry the ordinary lnterest and default intarest as
s€paralB amqmls. Lender's lnroico may caplion default Interest as'Lato Charg66'or th€ like, bu( said amo.rnt shall in all respocts comtihhe
lntorgat,
LENDER'S R!@{TS. Upon dsbutt, Lendcr may d6darB the entire unpaid pdncipal balanc€ under this Nds and sll accruEd unpaid lnt€rBst
lmmediately duo, end then Borrower will pay that amount.
ATTORNEYS'FEES; EXPEN$En Lender may hire or pay someone elso to hElp collect this Note if Borrorvor do€s not pay. Bonow€r wiu psy
Lender th€t amounl Th's indudes. subiect to any limlts und€r applicablo law' Lende/s reasonable attomoys'f€es and legal €xp€ns€s, wheliBr
or not tllere is a law8uit lncluding without tlmitauon all reasonable atom€ys' tues and legal exp€nses for bankruptcy proc€edings (including
€fforts to modify or vacale any automatic stay or iniunciion), and +peals. lf not prohiblted by applbatlo law, Borrower also will pay any court
costs, in adddlon io all other sums prcvid6d by l6w.
GOVERNING LAI/Y- This Note will be govemed by federal law applic&te lo Lender and, to lho oxlent not preempted by federal law' the laurs of
tha State of ldaho wlthout regard to lls confiic.ts of law provlslons. This Note has been accepted by lrnder ln {he State ot ldaha
CHOICE OF VENUE ttthere is a taursuit. Borrower agrees upon Lendels request to submlt to the iurlsdiction of lhe courta of Ada County, Stat€
of ldaho.
DISHONORED ITEM FEE BofioruEr will pay a fee to Lender of $15.00 if Borrower makes a payment on Borroweis loan and the ch6ck or
preauthorked charge wi{h whictr Bonower pats is la{er disfpnor6d.
RTGHT OF $ETOFF. To lhe extent permitted by appficable faw. Lender reseryes a rlght sf s€toff in all Borrow€Fs accounts with L€nd6r (whether
checking, savings, or 6orn€ other account). Thk includes alt accounts Bonower holds joinuy with sonteono else and all accoontrs 8oro1r{er may
open in the fufure. However, this does not lnclude any IRA or Keogh ac@unts. or any trust accounts for whlch sotoff would bo prohibtted by
law. Bonower authorizes Lander, to the €xlent permitted by applicable law, to chargB or setoff all sums owing on the indebtednoss against any
Loan No:9003
PROMISSORY NOTE
(Continued)Fage 3
and dl suctr a@ouilts, and, aLlender's option, to sdministrativety tr€6ze all such acoounls to allow Lender to protGct [ondefs charge and seloff
r&hts provlded in lhis Paragraph,
DISPUTE RESOLUIION. Thls secrlon contalns a jury sralyer, erbitration clsuse, and a claes actlon waiver. READ lT CAREFULLY.
Thls dlspute resolutlon provbton thall supersede and raplac. any prlor "Jury Waiver,' 'Judlclal Reference.' 'Class Acllon Walver,'.Arbilralton," .Dlsput€ Rssolution,' ol rlmltar altemativa dlsMo agre*ment or pmvl3lon beh,re6n ot among tho par{les.
JURY fRl/hl WAIVER; CLASS ACTION CITAIVER. AB permited by 4plicablo law' oach pertv ealves {}t?lr resmelive ridh3 t6 r trial boiore e
turu ln connactlon shh anv Disouta (as'Dlsputo" i3 hecinafter d6fin6d), and lfsnrtes.hall b. r.solv*d hv a lud9e siltlna wtthout " lurv- lf a
court determines ttrat lhis provltton 18 not sdori:€8ble for any reason and at any tims prio, to trlal oI the Dispute, but $ot ht€r than 30 days
after entry oI the order determlnlng thas ptovlslon ls unenforceable, any pady shall be entitled lo moA/s the court for an ord€r conrpelling
arbitration and 6{aying or dismissing 6uch lltbation pBnding arbitration ("At*tration Order'). lf permitted by applicablo law, aach Farty sleo
walves tha righl to lltloate ln court or an arhitration proa*dtno anu-Dispute es a cless nction aith€r as e member of a class or ag e
rcaffionlafivf. or to ec( es , odvrto zt(offl* deneral-
ARBITRATIO'I^ lf a dalm, dispute, or conttoversy srlses botwoen us wlth r€sp€ct to this Agr6em6ot related agreements, or anv olhar
(a[ of rhe iomgohg. a
u,aiver is law or by a coun,of us may requ're that the Clisput€ b6
r€solv€d by b€for€ a singlo rbgu€st od any
Arbitration shall be cornmenced by filing a petition with. and ln sccordance with the applicabte afbltration rulee of, JAMS or Na{ional Arbilration
Forum CAdrnhlstratof) ss soleciad by the iniliating party. lf tho parti€s agr6o, arbikation may be cornme$c€d by appointnent of a licensed
a{tom€y wto ls sslecied by the parlies and urho agr€Bs to conduc,t tho arbilrafion without an Admlnlstraior. Disputes includo maueG (0 reladng
to a depoGit accounL applkation bt or d€nial of ctadit erforcoment of any o, lh6 obligations w6 havo to €adr oth€r. complianco wtth applicablo
lanrs and/or regnrtatlons, performancs or sarvicss provided und6r ahy agr€€m€nt by any party, (it) based on or arising hom an alleged tort, or (iii)
Irwolving eith€r of our €mphyoo6, agents, 6ffii8tes, or asigns of a party. Hor€vor. Olsputos do nst include th€ vdidity, onforceabllity,
meanlng, or scope of thls arblhatltn p.wlslon and sucri matlerB may be delerminad only by a couft, lf a thtrd party is a psrty lo a Dispr!6, yre
each will coffi€nl to looluding th€ thlrd pa(y in the arbtttation pflrceedlng for resdving the Dispute with ttle third party. Venue for lhe
arbttraUon proceedhg shall bG at a locallon determined by mutual agra6|r6nt of the parli€s or. lf no qroement, in the clty and stab whare
l6rd6r or bank is h€adquartered.
Alfer entry of an Arbltrat cn ffier, the non{noving party sh80 comm€nco arblbation. The movkrg party sha!, at its di€crotbn, also be cnti0sd
to comm€nco arbilratiofl but 13 und6r no obligalion to do so, and the moving pa(y shall no( ln any way bo adv6rs6ly prarudiood by 6lec{ng nqt lo
cofimen€€ arbitradon. The arblt'ator (0 will hear and tulo on approprHe dbposithE nlotk hs for judg,ment ofl lhe gleadings, for faihJr€ lo staie
a clalm, or for full or partial surnmary judgment (A) will r€nder a dedsion and any award appvng applicable lar,v; (fll) will give effect to any
limitations perlod ln do,tsrmining any Dlspute or d€ilsnss; (lv) shall enfiorc€ the doct ines of compulsory counterclaim, r€3 judicata, and collat€rsl
estoppol, It applicable; (v) wlth regsrd to molions and the aroitraflon hearlqg,.shall apply n l€s of Evidenc€ gov€mlog civl casas; aod (vi) will
apply the lBw of the state specified in the agreemenl gldng rise to th6 Dispute. Filing of a petitlon for arbi&alion shall not prevent any party
ftom (i) seeldng and oblalning ftom 6 coutt of comr€lBnt jubdlctioo (nonrdthstanding ongolng arbitratlon) pro\/bional or andlbry rerlEdl€s
irEluding but not limtted to injurEtive rdief. floperly pr€€€rudon orders, foredosse, evic{ion. atacftmoflt, repl€vin, gamishment, and/or the
appointment of a recoiver, (ii) pursulng non-judldal fur€closum, or (lil) avallhg itself of any self-help remodi€s audr as setof and repossession.
Th6 6xercls6 of Buctr .ights sha0 not coflsdtulo a walver of the righl to submit any Dispute to arbttratlon.
Judgrnerit upon *l arbitration award may be enterEd ln any court having iurMic{ion oxcept that, if the arbitration sward oxce€ds $4,000.000,
any party sh€ll bo er$l{led to a de novo appaal of the award b€fo{e a panel of lhree arbitaiors. To allow br sudr appeal, if the eluard (inc{udhg
Adminldrator, arbibator, and attomeys f€€s arrl costs) exceerls $4.OOO,O@, the arbltrator will issue a writt6n, t€asoned dec'ision slpporlhg
the awar{, tndudlog a Stement of adhority and lls applicadoo to ths Dispute. A r€quest for de novo appeal must be filed with t}re arbltmtor
withan 30 dais fdlowing lhe dal€ of the arbifation award; if st c.'r I requ€st is not mad6 within lhat time p€dod, {he arblkation d€dslon shall
beoomo 6nal 6nd bindhg. On appoal, tie arbitrators shall review the arrard do novo, meanlng that they shall reach their own {indings of fact
and concluslons of law rathsr than dslening ln any manner to the or'lginal arbitiator. App€al of an arbltration award shall b€ pur€uant to the
rules of thE Administrelor or, if the Admlnistrator has no such rules, lhEn the JAMS arbitation appBllato ,ul€6 shall @ply.
Arbitration xoder thls providon conc€ms a transadion involving inteGtatJB @mrncrce and shall be governed by tho Federal A*ttrati'cn Act, 9
U,S.C, g6c. 1 et seq. Thig €rtlitration provlsion shall suryhre any t€nflination, amendment, or expiration of this Agrgement. lf the terms o, tlris
provision vary from thg Adminlstrator's rules, this arbitration provislon shall cont ol.
RELIANCE- Each parly O certifiee that no on6 has represanled to sudl par{y that the oth6r party would not s€ek to enrorco Jury and dass
ac'llon walvers ln th6 6v6nt of guit, and 0i) acknowledges that it and th6 other pa(y have been iftducad to €ntrBr lnto lhis Ag,aement by, among
other things, the muuJal waiv€rs, agrGements, and cerliilcations ln this sec{ion.
Otl-llNE BANKINC - ADVANCES. From time lo tlme, Lender may (but shall not be rBguked t'o) p€nnlt advances to be requosted or drawn
through lts online banking w6b6ttr9, lender may impos6 and €trango lhitations on online a&ance requos(s, such as mlnimum or maxlmum
advance dollar amounlB, and the typ6s gf accounts into which advances may b€ fansfen€d. Whathof onlino advancec are permitted, and
l,6ndefs apdlcable terms and rostrictions if such Gdvanc€s ar€ permitted, will be r6ll€ct3d in th6 feature8 available online when a user 1096 into
the onlino banking webslte.
Ot{.Llllg BA}IXIHG - LOAN PAYMENT.$. From time to time, Lendor may (but shall not b6 requirad lo) permit lo€n paymonb to b6 rnade through
iE ontlne banking website. Lender may impose and cfiange limitaUons on making onllna loan paymeots, such as minimum or maxlrnum paym€nt
amounb, the lypes of accounts ftom which tran pa),rnents may b€ mad€, and the typ6s of payment6 that may bE made online (i.e., ordinary
lnstalhent payfients, prlndpEt.only paymenls, or olher types of paymenG). Whe{her online payments are permitted, and tend6r's applicabla
terms ard rsstriclions if such paynents are permitt€d, will be reffectad in th€ ieatur€s availablo oniline wh€n a user logs into thE onl,ns banking
website.
tivAlVER OF DEFENSES AtrlD REI-EASE OF ClAltltg The undersigned hereby (i) ropr€serG that nelther the underslgned nor any affiliatE or
prlnclpal of the underslgned has afly clefenses to or setoffs agaiNt any lndebtedness or other obligations o'*ing by the undersigned, or by {he
underslgned's am[ates or princlpals, lo Lender or Lender's a$iliales (tha'Obligations'], nor any claims agaifist Lender or Lendels aflilla(es lor
any matrer whalsoever, rglaEd or unr€lated to the Obligations, ancl (ii) releases Lender.nd Lcndet's atftllales, ofEcers. directors. employces and
agents from all claims. causes of ac'tion, and cosE, in law or equity, known or unknorvn, $/he{her or &ot matur€d or c<rntingent, existing as ol
tt|e date hereof that tie undeBigned has or may have by teason of any matter of any conceivable kind or.haracter whatsoever, related or
unrelated to the Obligations, lncludlng th€ subje.{ matter of thls Agreemenl The foregoing releasa does not appty, however, to claims for ,utureperfonnance of express contractual obligatlons that malure after the date hereof that are owlng lo &e uodersigned by Lender or Lender's
Loan No:9003
PROMISSORY NOTE
{Continued)Page 4
affiliat€s. As os6d in thls paragr4h, tho word 'under6igned" do€s not lndude Lender or any individual slgnlng on behalf of Lender. Th6
undorsbn€d ackno,t/lgdge8 that Lendor has beEn ktduc€d to ent6r into or cor{inu6 lh€ Obligationg by, among oth€r thlngs, the waivars and
rcleas€s ln this par€graph.
CREATION OF TRUSTS. AND TRAN€FERG TO TRUSTS. Nellher Bonower nor
sssats lnto any lrust, without giving writtet| notice io L€ndor st l6ast nlnely
descrlbe ln reasonable detail the trust to be creat€d and/or the a656t lrahsfar to
be rn €voit of default under thls inslflmont 6nd the Loan.
any GuaEntor shall cteato a5 seltlor any trust, or transfur any(SO) dalrs pdor to such craalion or transfer. That notica shall
b€ made. Falturs by €ny srrch settlor to provida th6t noti6 stlall
Neither Bonovyer nor any Guaranlor shall creat€ as s€ttlor any asfual or _purpoded spendlhrm trust, asset pot€ctiofl kust or any othor trus1
lnlonded by it8 t€rms or pu$oEa (or havlng tho off€ct) to protBci assots trom creditors or to limit the rights'of €xistlng or &,rture -creditors
1an'Asset ProGc{ion Trusf) witttout the pdorwlitten conssnt of L€fldef, Londer niay withhold lhat consent h its sole discreuon. Creation 6f any
Ass€t protoc{lon Trusl, and eadt transfer of assets the$to, by any such settlor without L€nder*s prior written cons6nt:
{a} ehafi be sR event of default rxtder thfis lng{rumant and the Lo6n,
(b) shstl have the-effect ol and shall be deemed as a matt€r of lalrr, regardless of that settlor's sofuency, of having b€en rrade by (hat
setSor with the ac*ual lntent of hindeting and debying and dekauding L€nder as that satdoids cr€ddror, and
(c) shall oonstitr,t€ a frau&Jlont transfor that is unonbrceable and \iold (not mGrsty voldaue) as agalnst Lender-
Wth r66p6ct to 6ach sudr taudrlent transfor, bnder sha$ haw all the rights ard .emrdi* provided by strate fraudulent transfur laws, or
othorwiEe prcvided at law or equity. lender s'hall have the tbht to obtiain an ex pa(e court ord€r directing the trusteo of th€ Asset Protsction
Trust to give Lender w'it*en notic6 a reasonable tkne (of ro less tiran ten business days) prior to rnaking ary diskitxrtion fom said trust
Nolhing in tris paragaph shall llmit or affeci any rights or rem€dies othenvlse prodded to Lerdor by law, equity or any contract.
DOCUmENT lilAGlNG- Lender shall bo sntit'lod, ln lts sole dbcre{lon, to image or maka copies of atl or any seledion of the agr€emonts,
lnstum€nts, documonls. and itenus €nd records govemlng, adsing frorn or tela{ing to any of Elorrol,lst's loans, induding, ldthorJt tlmltatlon, this
dodr.nent and th€ R€lated Documonls,-and Lendor rfiay destroy or arcfrlve the paper originals. The paaies trereto (l) waive any right to insist orroquiro lhat Londer poduce paper originals. (i0 agree that sudr imag€s shall be acmrded lh6 same force and effeCt as Ere pirpei originals, (iii)
agreo that Lerder ls enti{ed to use sudl lrnages h liq} of dashoyed or arcfiirred odglnals for aoy purpose, including as admisshle erHenco ln
ary demand, pres€ntm€nt or olher pmceedings. and (fu) fudher agrce &at any 6xscr.rt d facsimile (far€d), $canncd, or oth6r imagod copy of thlsdoqrrEnt or any Related Docurnent sha$ bc deGmed to be ofthe saie forca and €tfeci as tha origrinal manoaIy €xgcrd€d doc$ment.
REPORTIIIG NEGAfiyE NFORMATION. We (l,ender) may repo( inbnnation about yqrr (Borowe/s) acount io credit bur€aus. Lat6 psyrrents,
mlssed payrnonb. or otlror defaufta on your acco{nt rnay be efiectad h ydrr ci€dlt rBport,
SrRA!GH? Llt{E OF CREDIT. Thb Nol€ ovldet}css a straight line of cttdll Onc€ the total amourd of principal has be€n adt?nced. Bo'for,€r is not
6ntlu6d to furlhor ban ad\lanoe6. Advancas uflder thls Nde. as well as dkecllons for paymeot form Bonoi/vor's €coount8, may b6 requ€sted
orally or ln wriung by Borlower or by an auttorked pcrson. Lerder may, but need not, requir€ that all oral r€qu€ats bo coflfirm€d'kl wrldrig. The
follol rklg person orffendy is authortzed to r6quest advaficgs and authorlze psymenb under the lha sf cledit untll Lond6r recelv€s tr,ofiiBorrou€r, at Lerdefs addr€sc shown abov€, writen not'rc6 of rBvocallon sf hls or hsr authority: Rlchard A. Wigglns, Pr6ldsnt ot Cambridgc
Telephone Company; rrd Rictard .A. Wggilns, Fresk €'lt of gTC Telccon! lnc. Borroercr agftFs to b€ liable ior all srnns €lther; (a) adrrarrad tn
accordance wlth lh€ lnstructions of an aulhotized 9erson or (b) cr€dit€d lo any of Borro$€fs accdrnls wtth Lendsr. The unpaid principal Dalancaowing on thi3 t{o(6 at any tlme may be evidenced by €rdorsem€nt on this Not€ or by Lend6/s lnternal ,soorda, inctudlng dally computerFht{ufs. Lender will halre no obligafions !o advance futds undsr this Note if (s) so.rov!.ar or any guaranior is in default under the terms of thls
ryote or.aly agrB€m€nt lhat Bonower or ary guatsrtor has rylth Lender. krduding any agFoqnont rnade In conn€ction with the signirB of thisNot6; (b) Bono\rcror dly guaEntrtr cesses doing busin6ss or h lnsolv€nt (c) any guaranb,r se6k$, dalras ot olherwlse att8mpts io iimit, modit,
or rsroke silcft guaranlo/s guamntee of lhls Noie or ary other lo€n with L6nder: (d) Bonor,wr has applbd funds pmvided pursuant to thls Notefor purpoga€ othor than lhose a!ftotiz€d by Lend&i or {e) Lender in good {aith belisves itself lnsEcurB. No advance wilt bB dra1.trn afr6r March29,2018'
SUCCESSOR IHTERESTS. ?hs tJsrms of this Note shall be binding upon Eonoryer, and upon gorrower's tl€lrs, pgrconal r€prcs€ntatives.guctossora and assigns, and shatr inurs to the beno{it of Lend€r and its coccessorg and assigns.
GENERAL PROVISIONS. lf any part of this Note cannol b6 enforced, thls fact wifl not affe(t lh€ r€st of lhe Not€. Leoder may delay or forgo
enforcing any of tG rights or rsmedi66 undet this Note rvithout loelng them. Eactr Eono,ver underslands and agrees that, with or wlthout rptlce
to Eonorrar, Lander may w{th resp€ct to any other Bonoluer (a} make on€ or mora additioflal socotod or unsectlrod loans or ol}Brwise sxtend
addluonal crediq (b) alter, compromls€, renow, axtsnd, acceleete, or othelwisd clrango one or mors times the tim6 for payment or other t6rms
of any indebt€dnes5, lnduding lncreases and d6ci6ases of th€ rate of in{srest on the indebtedflBssi (c) €xchange. enforco, waive, subodinate,
fall or decido not lo p€rfoct afid r€lease 8ny seculity, with or yrithout the sdrstltlrtion of new collateral; (d) appry such sedJdty and dkect the
ord6r or manner sf sal6 thoreof, lncluding 1J,ithout llmllatlon. any non-judiclal sal6 p€rmitted by th€ tgrms oF th6 controlling securily agraom€nh,s Lender in its dlscret'lon m6y d€tBrmloe; (a) .€l6ase, Bubstituto. agr6e not to su6, or deal with any one or mofil of 80r1ot/6r'3 sureu€s,
endorsers, or other guarantors on any terms or ln any manner Londor rmy droose; and (0 determine how, when and what appllcatlon ofpayrnents and cr€dits efiall be made on eny othor hdebtadnEss ovslnS by such other Borrower. Bonorer and any olher pe6on who signs,guaranie€s or andorses thls Note, to th6 €xtent allowed by law. waive pr€sentm€nt, demand br payment, and nollc€ gf dishonor. Upon any
change ln lhe tenns of this Note, and unle56 othotwlse expressly stratcd in w'iting, no porty who signs this Notc, whathor as makgr, guarantor.
accommodation maker or endorser, shall be rel€asdd frorn liability, All such pades agree that Lender may ren€w or €xtend (Epeatedly and for
any leogth of tim6) this loqn oilBl€rss any party or guarantor or collaterat or lmpair, fall to realize upon or periacl Lendsfs security interest in
th6 collateGl; and lak€ any olher acffon deerned n€ceBsary by Lender without the consent of or notlce to anyone. All such parties also agreethat Lender may modlfu thls loan without the consent of or nolice to anlrono oth6r lhan tha party with whom th6 modification is made. The
obligalions under thl3 Note are jolnt and sgveral.
Loan No:9003
PROMISSORY NOTE
(Continued)Page 5
PRIOR TO SIBNIHG TTIIS ilOTE EACH BORROWER READ AIIO UNDERqTOOD ALL THE PROVISIOI\IS
VARIABI-E NTEFES' RATE PROVISOI{S. EACH BORROIIYER AGREEs TO THE TERMS OF THE NOTE.
BOMOWER ACKNOWTEDGES RECESf OF A COI'PLEIEO COPY OF THI$ PROMISSORY NOTE.
BORROlIuEfu
TEI.SPHOilE COMPANY
Telephone Company
hE.
OF THIS NOTE IHCLUOING THE
|,G.w.g.&s c*wqcF50.e. ritlH,S wgfleE B'au E
RECORDATION REQUEETED BY:
ZB.l.l.A. dbr Zonc Flet Nat'pnrl Eatrk
wslE.r Flns nclat Csntor
34 ErEt M.ln
W.bGr, lD 83G72
WHEN RECORDED III.AIL TO:
ZB. t{,A. dba Za{t! FlEt Natlonal Btnk
Esforprlse loan opcrations UT RDWB lSro
PO Bor 25002
Saft Lako GttY' UT 84125'11002
lnstrument #232894
STATE OF IDAHO. COUNTY OFWASHINGTON2017-03-30 04:'t6':51 PM No. of Paoes: 16Recorded for: PAYETTE CO, TITLE & ESCROW.BETTY J. THOMAS Fee: S55.00Ex-Offi cio Recorder Deoutv MMcConnellhq To: MORTOAGE- UCC'Electrmlcally Recorded by Slmplilile
DEED OF TRUST AT{D FIXTURE FILING
THIS DEED OF TRUST is dated'Marct 29,2077, among.Ganrbridge Tel6phon6 Co., lnc., an ldeho Coeorallon,
whose address is 130 N $upedor, CambrHge, lD 83610 as to Parcel 1; Cambridge Telephone Company, lnc., an
ldaho corporation, whose address ls {30 N Superior, Camhridge, lD 83610 as lo-Parcels 2 and 8; Cambridge
Telephone Conrpany, lnc, vuhooe addrees is 130 N SuPerior, Cambridge, lD 83610 as'to Parcalc 3, 7,9 & lo;
Cambrldge Tetephono Cornpany, an ldaho Corporatlon, whose address ti."l30 N Supsrlor, Cambrldge, lD 83610 as
to Parc€l 4 end CTC Tcleoom, lnc. an Haho corporatlon, whose address le 130 Nofih Superlor, Cambridge, lD
836,10 as to.Parcel tt ('Gmdor); ZB, N.A. dba Ziorts Flrsl National'Banlq whose address ls ltVelser Flnanclal
Canter, 34 Eaet Maln, Wciser, lD 83672 (refened to below somslimcs ag "t-andef and sornoflmos as
lBeneflclarf); and Mlashlngton County fftls Go, rflhoss addr€cs ls 606 Shte Street, Welser, lD 83072 (rcfered
to below as 'Trustec").
CotlVEyeNCE AllD GRAlrlT- For tdu.tl. conslderlfofi, Orantor docc ft$rby trovocably gr.nl brryrhu rell rnd comegr ln lruEt, wlth powrr ol
!alc, lo Tru.tq6 for tfta b€ncfit of Lcndsr ar Bcncfidaty' all of Gtanto/B tlght, tlttc, ard lnter€st ln and to the followlng d6.dbEd rBel property,
tog€thdr Wnh ell odsthg or sjbs€qucnlly cl€cted Or atfD(ed buldngs, lmprovBmenb aod fbdrrai rll €86€6eots, dglrG of u/ay, lnd
appunenehc6s; all wabr, uralar dghts and dlch dghts (nolutfng sloc& ln ufllllles wlth dltch or hgution ,ights); and atl othEr rights, roygltles,
airil pronts reiatlng to lhc roat propotty, includlru wllhout llmltadon dl mtnergb, oll. gas. ge(ithenrel and dmilar mattcrs, {the "Real
Property') located ln Washingiton County, Stale ol ldaho:
See the exhibil or otter decription documodl whlch I* attached b this Deed of Trust and made a part of this
Deed of Trust as If frtlly set forth hereln.
The Real Property or lts address h commonly known as Parcel 1: Approximafely N Gommerclel gtreet and
licKinley Avenu6, Cambddge, lD 83610; Parcel 2, 3 & 4: 130 Nortlr Superlor Street Cambridge, lD 83610;
Parcel 7: Approximately N 'lst Street & W Central Boulevard, Cambridgq lD 43610; Parcel 8; 50 North {st
Street Gambrldge, lD 83610; Parcel 9: 85 North Suporior Street, Cambrldge, lD 83610; Parcel l0: 2$ll Mill
Road, Carnbrldge, lD 836{0; Parcel {l: 2980 Stagecoach Road, Cambridge, lD 83610. The Real Property tax
identificatlon number ts RPC74400100'l7ru RPC7440010013; RPc74400100148; RPG7440010014A;
RPC7440Ol9O22B; RPc7440019020d; RPC74400190040; RP14N03W025320; RP14N03W237240.
CROSS-COU.ATERALUATION. ln addltlon to lfls Not€, lhls D€sd of Tnrst secures all obtlgations. debb and tlabllltles, plc lnterest thereon, of
€lqer G13nlor or Borrorver to bnder, or ahy one or moro of lh6m, as well as atl claims by Lender agahst Botrgwsr and Granbr or an)' one or
more of them. lrhelher non Bxbting ot hereafter arlelng, whelher related or unrelated lo the purpose of lhe Nole, lr/hslher vofunt€ry or
otherwlse, whettpr due or not due. dirBol or irdiroct, ddermirEd o. undeiermined, absoluts or conlingent, llquldet€d a unllquilsted. wheth€r
Bonower or Grantor mey bc llrblG indlvldually orJolilly wlth otherE, wh€thor obllgated as 0uaranbr. sursty. accomrnodatlon party or otherwiae,
and urh6th6r reoovsry upon sudr amouob may b6 or hsroat€r mgy becomg baned by sny statJt6 of llmttaltms, and whether thc obligatlgn to
Epay 6uoh Emorltts may be or hereater may become othotwise unenforceable.
Grantor prgsenlly asefuns to Land€r (al6o ho',r,sr as Bene{lolary ln thls Deed of Trust) Ell of Granto/s ,lght ilte, crd ir(erst in and lo all pr€*nt
and luture l€asas q, lhe Pro?orly 5nd al Bents fram lhe PmpDrty. ln addltloq Grsnbr grants to Lond€r i Unlform Commerdal Cod6 GodJrity
lntorost In lhe PerBfial Proparty snd RantB.
fHIS DEED OF TFUST, INCLUDII{€ T}IE ASSIONIiIENT OF RENT6 AND THE SECURNY NIEREST IN THE RE},IIE AIID PERSONAL PROPERTY,
IS GIVEN TO SECURE. (At PAYMEMT OF THE INOEETEDilESS ANO (B) PERFORMANCE OF AT{Y AND ALL OBLIGATIONS UNDER THIS DEEO
OF TRUST. THIS DEED OF TRUST IS GIVEN AND ACCEPTED ON THE FOLLO$.,ING TERN'S:
GRANTOR'S REPRESENTATIoNS AtlD WARRANnES, Grsntor wzmnts lhat (a) this Daad of Trust ls oxe6l€d at BonowsCs roquest and not
at th€ r€quest of Lender; O) Grrrtor hes the full polvsr, rtght, and aulhon'[ lo ent€r into this Deed ofTrust and to hypothecste ths Proportt:
(c) tlo provlsions of this Daad of Tnr3t do not conflict wlth, or lBsult ln a default under any agr.em€nt or olher lnatrumsnt bhdlng upon Grafior
and do not result in a violatlon of any law, rcgulalion, @urt declee or order appllcable to GrantoI: (d) Grantor haD estrbllsted adequate means
o, oDt8hlng thom Bonower on a contnulng Sasls lnfonrratlon about Bororver's linanci€l coDdition; end (e) Lender trat made no aePlesedat'En
to orEntlr Ebflt Borrower (lncludlng wlthout llrnllatlon lhe credilrvorthinss of Bonowur).
RE0ORDATION REQUEETED BYr
zB, N.A dba Zlons Flrtl National Bank
Wclsar Flnanclrl Csnter
34 Ea8t Maln
wolser, lo 83672
WHEN RECORDED MAIL TOr
ZB. NA- dba Aons Flftt Nafional Bsnk
Enfurptlsc Loan Oper.0ons UT RDWG 1970
Po Eox 25007$altlake CttY' UT 84125'0007
DEED OF TRUST AND FXTURE FILING
THIS DEED OF TRUST is dated March 29, 20{7, among Cambridge Telephone Co., tnc., an ldaho Corporatlon,
whose address ls 130 N Superior, Cambridge, lD 83610 as [o Parcel 1; Cambridgo Telephone Company, lnc., ar
ldaho corporatlon, !r',hose address ls 130 N Superior, Cambridge, ID 83610 as to Parcels 2 and 8; Cambrldge
Telephone Company, lnc., whose address ls 130 N Superior, Cambridge, ]D 83610 as to Parcels 3, 7, I & 1O;
Cambridge Telaphone Company, an ldaho Corporation, whoss address Is 130 N Superior, Cambridge, ID 83610 as
to Parcel 4 and GTC Telecom, Inc. an ldaho corporatlon, whose addross ls 130 North Superlor, Cambridge, lD
836{0 as to Parcel 11 ("Grantor"); ZBr N.A. dba Aons Flrst Natlonal Bank, whose addross is Welser Financlal
Center, 34 East Maln, !\telser, ID 83672 (refened to below sometimes as "Lender" and somellmes as
"Beneflclary"); and Washlngton County Tifle Co., whos€ Eddrass is 605 State Etsee( Wetser, lD 83672 (refered
to below ae 'Trustee").
CONVEYANCE Al{D CRANT. Fot v.luebb concldetal}otL Gltn0or do€s hsrcby laevocebly grant beroaln, cell and convey ln tru3t, wtth powcr of
sale, {o Tru8tse {or the beneflt of.Lendcr as Emcflclary atr-of Granto/s tlght title, and hl€r6s{ ln 8nd io lhe follovrlng d€scrib€d real property,
togsthor wlth all odstlng or subsequently..6pcle! ol afiIx€d buildlngs, lfiprov€monls and flxtur€.; all eas€ments, dghls of way, an:a
BppurtsnanGsi dl 14Et€r, v'Et€r dghts and dtlclt rights (lnduding stock hr utnnbs wifii ditt*t or lrlgation rigttts): anO all other rlghts, royahtes,
and proflts ralatlng to d16 r6al prtperly, lnctdlng wlthout tlmltaHoo dl mlnoralq oil. gas, geofi6nn6l and slorllar mattels; (the "Real
Proparty") locat€d in Washlngt'on County, State of ldaho:
See the exhibit or other descriptlon documont whlch ls attached to this Deed of Trust and made a part of thls
Deed of Trust as if fully set forth hereln.
The Real Property or its address is commonly known as Parcel l: Approxlmately N Comm€rcial Street and
McKinley Avenue, Cartbrldge, lD 83610; Parcel 2, 3 & 4: 130 North Superlor Street, Cambridge, lD 83610;
Parcel 7: Approximately N lst Street & W Central Boulevard, Cambridge, lD 83610; Parcel 8: 50 North lst
Street Carnbridge, lD 83610; Pdrcel 9: 85 North Superior Street, CambridEe, IB 836{0; Parcel '10: 2s31 Mlll
Road, Cambridge, lD 83610; Parcel 'l'l: 2980 Stagecoach Road, Cambridge, lD 83610. Tis Real Propertytax
identlflcatlon numbsr Is RPCTI[40010O17A; RPC7440010013A; RPC74400100t48; RPC7zI4OO10014A;
RPC74400{90228; RPC74400{90204; RPC74400190040; RP14N03W025s20i RP14N03W237240.
CRoSS-COLIATERALIZAIION. ln addlfion to ths Note, th,s D€6d of Trust toclrts oll obllgarionE. debts qnd llEbfill€s. plus lnterss{ lheraon, ofellhrr Grantor or Bonovrer to L6ndBr, or eny ono or nK,r€ of thom, as wetl es all clelms by Lender agalnst Borrower and Grantor or any one ormors of them, whethor now cxEtlng or hsreaf,Er atlslng, $rlrethsr r€lated ot unr€latod lo tho purposo of tho Nots, whether voluirtary or
othorwlBg, whethor due ol nol duo, dll€ct or indirect, dstarmln6d or undotormlned, absoluts or conUngent, llquldated or unllquldatod. wheth6r
Boflt!,veror Grantor may be llable lndvldually of Jolntlywith othEr6, wholhoroblgatBd ss guararrlor, surety, q&ommodation piay or oiheMse,
and $,hglhet r,acwery upon such amounts may be or h6r6afr6r m8y becomo ba[ed by 6ny Bbg]t6 of llmltatlons, and whehir ttie obllgatlon to
repay euch amounls may b6 or ho!€after may bocome othenvl6e unenforcaable.
Gr$tor pr€s€nuy asslgns to Lendel (also known 6s Benefrdaly ln thls Dood of Trust) all ol GrantoF8 rlght, ti{le, and lntorest ln and lo all prBrsnt
and fuNre loas66 of th6 Property and all Ren(s ftom lha Prop6rty, ln addltion, Grenlor gl?nt$ to Lond€r s Unlform Commercial Code iecurlty
lnto.6st ln thd Fbrsonal Proporty and R€nts.
THIS DEED OF TRUST INCLODINO THE ASSIGNMEHT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY,
IS GIVEN TO SECURE (A) PAYMENT OF THE INOEBTEDNESS AND (B) PERFORIIIANGE OF ANY AND ALL OELIGATION9 UNDER THIS DEGD
OF TRUST. THIS DEEO'OF TRUST IS GMEN AND ACCEPTED ON THE FOLLOIIYING TERMS:
GRAHTOR'S REPRESENTATIONS AND WARRANTIES. Gmntorwarant6lhat: (a) thts D€€d of Trus{ ls sx€cuted at Borrower's r€gu€st 6nd notat tho roquost of Londeri (b) Granlcr has the full power, right, and aulhority to Bnt6r lnto thls Oe6d of Trust and lo hypothecato ihe Proper(y;
(c) lh6 provislons of lhls De6d of Trust do not confllct with, or result in I d6fat lt und6r any agresmem or othsr lrEtrument blodlng upon Giantiri
and do not r€sull, in a ?iolallon of any latrt/, r99u!a{o4, cpurt decree or ord6r applicabl6 to Grantor; (d) Grantor has establishod adequate meansol obtainlng frcm Bonower on a conUnulng basls lnformatlon about Bormwe/s financlal condruon; srid (e) Landor has made no r€irEsonta[oo
to Gran(orqboul Bonowet (lncludlng without llrnltatlon lhs credlkodhln€ss of Bonower).
Loan No: 9003
DEED OF TRUST
(Continued)Page 2
GRANTOR's WAIVERS. Granlor wslvas all rlghts or defsnsse arlslng by reason of any 'one aclionn or 'anlidcficlency" law, or arry oth6r law
whlch may DrovBnt Londor flom bddgfng any action agalnst Grantor. lndudlng a clalm for deficiency lo lhe exlent Lender ls othorwlge entitled to
a dalm f6r'defictency, beforB or after Lande/6 corflmsncoment or complotion of any forec{osure actlon, oitherJudlclally or by oxdrclso of a
pow6r of 6a16.
PAyMENT AilD PERFORMANCE. Except as othorwise provided ln lhl6 DEod of Trusl, Bonower and Gran(or shall pay lo L€nd6r all lndgbtodnoss
s€cured by thl8 Ds€d of Trust as lt becomss due, 8nd Bonowor and Grantor shall Btrictly pgrform sll thelr respeclive obliga0ons und6r th6 Not6,
rhls Oeedbf Trust. and tho Related Documenlis.
POSSESSION AND MATNTEilANCE OF THE PRoPERTY- Bonow6r and Grantor agr6e that Bonowor's and Grantofs possesslon and us€ of the
Property shall b6 govomod by tie followlng Provtslons:
Posserslon and Usa. Until tfio occlfirono€ of 8n Event of Dofault, Gr8nlor may (1) rBmaln in pcsession and control of the Property; (2)
use, opsralo or manage th6 Prop€dtt and (3) co[€cl th6 Rents from tho Proporty. Ths follo\,{lrE provisions rclale (o tne use df th6
Proieiy or to olhsr llmltationc oo ths F op€rty. IllE REAL PROPERTY lS NOT MORE THAN EIGHTY (80) ACRES ANO lS NOT
PRINCIPALLY USED FOR THE AGRICULTURAL PRODUCTION OF CROPS, LIVESTOCIC DAIRY OR AQUATIC GOODS, OR IS NOT iIORE
THAN FORTY (40) ACRES REGARDLESS OF USE, OR lS LOCATED WTTHIN AN TNCORPORATEo Clry OR vlLIsGE.
outy to Malr{aln. crantor 6hall mahtah lhe Property ln tsnanhble condltlon and pmmp(y perlorm a{l repalrs, replac€mgnts. and
malntenance nocesEary {o pres6il6 lts value,
Cofupfiinco With Envlronmant l Lair5. Graiitor iGpresontc ari, Warrants lo L6nder that (1) Duilno tio perlod of Graritbr's owneiship of'
th6 Pr@€rty, th6rc ha8 bsen no ose, Oeneration, manufac-tur€, 6toraga, tt€altnent. disposal, relGase or lhrcalered retease of any HazardouB
Substane by any person on. under, qboul or from &e Propsrtyl (2) Gran(or har no know16@e ol, or reason to b6liev6 that thorc has
bean, excepl as previously dlsclosod to and ackno,vledged by L€nd€r ln wddng, (8) any breaci or vlolallon of any Edvironmon(al Lawsl(b) any use, g€n6retlorl msnufactula, Btorag6, tradrn€nt, disposal, reloase or lhr€at€ned rol€ase of eny Hazardotrs Substanoe on, und6t.
itiotrt irr nom the Property by any prlor owners or ocarpanB of lhe P0operly, or (c) any actuel or filreat6n€d lttlgatlon or chlms of any
ldnd by any person r€htlng lo sucfi matl€6; Itd (3) Excap{ as proviourly_dhdoced to, and acknowlodgBd by l.Brdsr ln wrlting, (a) ndlh6r
Gtantdr nor any l6nant, oontrador, agsnt or ofier authorE€d u36r of the Proporty shall use, g6neral6, manufacture, storo, tr6*, dlsposs oI
or releasc any'Ha.6dou. Srrbslanca on. undar, aboot or {rom the Property; and (b) .ny such actMty shalt b6 condudod h corbtianco
wlth all spp$cable {Gd6ral, 6latc, ,nd local laurg, rogulalton6 and ordlnances, hdudlrE without llmitatlon lll Environmontal Laws, Grafior
authorlzos Londsr srd lb agonB lo ant r upon lhe Proporly to mske such lnspecllons and tesB, et Oranto/s €xp6nio, ar Lendet may d6em
approprlate to d€t€rmlna compllance of lhe Property wlth ttis sectlon of tho DBod of Trusi Any lr6p6dlons or !ast6 mads by L6ndCr shall
bi'for Londer'e purpo6s6 only and shdl not be aonc{rued to creato any to3pooslblllty or llabillty on th€ part of L€nd6r to Gra(or or lo sny
other p€rBdt. The r€proGentratlons end vvaniantlos oonlBln€d hereln are ba8ed on Granbr'a du6 dilig6nca h lnv€sllgallno th6 ProD€tty for
Hazarious Substanc€s. Granlor hereby (1) tslEasBs and walvoe any futuro clalns egainst Lender for lndamnlty or conu{butlon ii the
o!/ent Grantor bccomes llable for doanup or c$er cos{s undor any euch lawsi and (2) agtes tro lndernnlbr. d.fcnd, and hold harml63s
Laodor agalnsl any and all dakns, losses. llablliti€s. damagos. p€haltl6, and expencBs whlctr LeMar may dl{€dly or hdlr€dly rustain or
suffor r19sul0n0 ,rom a br€adr of thls secton of the Dccd 0d Tr(At or a$ a @ns€guence of sny us€, genera[on, mailtfacturer 6loreg6,
dlsposal, releaBa or threst€ned rcleasg occuring pdor io_Granto/6 own6Ghip or lnt€re€t ln th6 Prop€rly. wheth€r or not tho same wes or
sluiuld have been known to Granlor, Th€ provls{ons of thls sedion of Ih6 o6ed of TruBt iodudlno tho obllgEtlon to lndemnlfy and de(end,
shall suMve lho paymGnt of th6 lndobtodnes6 and the sallslactloo and reconveyanca of tho lion of this D6ad of Trust and shall no( bo
afrec1€d by L6nde/s acquisitlon of 6ny lntoroBt ln the Prop€rv, urheth€t by breclosure or othorwiso.
Ndsancq Wast6- Grantor shall not causet conducl or pefirilt any nuisanca nor commft, perrnll or sutrer any strlpplrlg of or $/aste on or hc
lh6 Prop€rly or any portion of th6 Prop6rty. Withortt llmltlng he gBnBralty of tfu foregoing, Grantorwlll not romovo. or grant to afiy othgr
party ths rlgh( to r,amovo, any llmb€r, minetals (lncludlng oit and gas), coal, clay, scoria, €oil, gravel or rock producl,JB wlthout Lender's prior
wrltton cons€nt.
Romovat of tmprovenreds. Granlor shall not domollsh or removo any fmprovem€nts Fofi th6 Roal Property rryflhout L€ndeFs pdor tvritt€n
oonsent. As a condiuon to th6 rBmoval of any lmprcvoments, Lgnder may requlro Grantor l,o make arang€modb satlsfactory to L€ndgr lo
rep{ace suct lrnprovements with tmprovemenls of at lea6t 6qual valu6'
Lendefs Rlght lo Erdar. Lendor and L€nde/s agonls and rcpros€n(atfues may enler upon the R€al Proporty at all reasonable timgs (o auend
to Londerts intorests and to lnspect {he R6al Proporty for purpo6Es af Granto/s compliance with tho (6rmB and condttions of thls Doed of
TrusL
Compllance wlth Goy.rnm€nhl Reqol6msnts. Grantor shall ptompuy comply wlth all laws, ordinancas, and rogulslions. now or hereatter
ln 6ffec( of a[ govemmantal authoritl* applioablo to lhs uBo or occupency of tlle Prop€rly, indudlng without limitaUon. tho Am€rican6Wilh Dhsbilitles Act. Grantor may con(6st h good falth any anch law, ordlnance, or Ggulaflon and wlthhold complianc€ du.tng any
procaedlng, lncluding approprlat€ appeals, so long e6 Oran{or has notlnod L6nd6r in writhg pdor 1o dolng so and so hng a$, lh Lend6rg
eole oplnton, L€nds/s lnter63'ts ln tho Proporty aie nol Jeopardized. Londor may rcqulro Grantor l,o poBt adoquate 66curlty or a surety bond,
reasonably sallsfactory lo L6nd6r, to pro(€c( Lendofs ln(€resL
Duty lo Protect. Granlor agrooe nslther to ebandon or loave unattendad
acta s6t forth abov6 h lhls 6€otion, whlch ftom lho charactor and uso of
Proporty,
the Propsrly, Grantor Bha[ do e0 olher acts. ln addltlon to thos€
tha Property ar€ rBasonably nscessary to prot€ct and prcsewe lhe
DUE ON SALE - CONSENT BY LENDER Lender may, at Londofs opllon. doclalo lmmediately due and payablo all sums socurod by thls De€d of
Trust upon th6 sal6 or tr6nEf6r. wlthout Lender's prlor wrltt€n consont, of all or any part of th6 Roal Property, or any lntoGst ln the R6al
Pmpe(y. A 'sal€ or kansfef moans th€ conveyanc€ of Real Property or any rlght, {lle or inlerast h tha R€al Prope(yl u/h€lhar lsgal. bsnstlclal
ot equllabh; wh€thor \Dluntaryor ln!,/oluntatyt who(her by outtght sale, deed, lnslallment 6alo oontract, land contr€ct, contracd for doed,
leasehold lntsrest wlth a t€rm {irsater lhan thre6 (3) year8, leaseoplion contracl or by sale, a66lgnment, or transfer of any bsnEfidal lnt6r6sl ln
or to any land trust holdlng tltlB lo the Real Proporty, or by 8ny o{her mothod of conveyance of an lnterest ln lhe Real Property. lf any Grantor ls
a corporadon, partneohlp or limlted liability comp€ny. lransfer also includes any change ln ownershlp of more lhan twenty-Fve percent (25%) of
ths votng slodq partnoEhlp lnlere6ts or llmlted llablllty company interosts, as lhs c€so may bo, of such Grantor. Howev6r, this option ;hall not
bs exercisod by Lendor lf sudl oxerdso is prohlblted by foderal law or by ldaho law.
TAXES AND UENS, The followlng provisions r6lating to the taxes and liens on thB Poperty are part of lhis De6d of Trust:
Paymsnt. Grantor shall pay whon due (and ln all evonts prior to dol|nquency) all taxes, speclal tsx6s, assessments, ctlErgss (tncludlng
Loan No: 9003
DEED OF TRUST
(Continuad)Page 3
ii,at€r and s€wcr). llnos and imposltions lovisd sgatnst or on sccounl of the Property, snd shall pay wh6n duc all dalms for work dong on or
for servlces rEndered or mat6rial fumlBhad to lhe Proparty, Grantor shall malntaln (he Proparty free oi all lions having priorlty ov€r or equal
to tho lnt6r6st of Lendor under thls Deod ofTrust, except fol ho llon of taxes and aEresements not due and oxcept as otherwise provldod
in thls Dead of Tru8L' Rtqht to ConGst Grantor may wi&hotd psyment of any tax, assossment, or clalm ln connoc{lon with a good faith disputg ov6r tho
obiloat'on to pay, so long as Lender's lnt€rast ln thG Pfoporly ls not JoopErdizod, lf a llan arlses or ls filed es a ,esult of nonpaymen{,
Graitor shall klihln flfleen (15) days aner lhe liofl arisos or, lf a llen ls liled, grllhln lilteen (15) drys afl,er Grantor has noticd of th6 flllng,
socurB lhe dscharge of lhe lien, or lf r€quostod by Londer, dopoElt wl{h Lendor cash or e sumcl6nt corporate surety bond or other socurlty
68il6{actorv lo Lerider ln an amounl suficlent to dlsdlarge the lien plus any cGts ard reasonable atlomeys' {oes, or oth6r c*lerg6s lhat
coul<t accrue gs a result of a fotodosure or sal6 under lhe liefi ln any conto€t. Gran(or shal defend llsElf and Lender and shall tatisfy any
advor.6 Judgmen( befom enforcement agBimt lhe Property. Grantor shall namo Lendor a5 an edditional obllge€ und€r any surety bond
fumlshed ln the conted proceedlngs.
Evidcncs of paymefit Grantor shall upon damand {umlsh to Lender sallsfoctory evldenco of payment of th€ taxss o[ assessmonts 6nd shalt
authotize the approprlate govammen(al ofliclal to delfuer to Londor 6t afiy time a wrltten etatoment of ho tax6s and assossmeflts egalDst
the Prope(y.
Noflca 6f CorslructloG Grantor shall noti$ L.nder at least fifleen (15) days b€foro 6ny ulork ls commenced, any s€rvices aro fumished, or
anv materlals ara suoolied to th€ Proporty, lf any m€chanlcb llen, mal€dalmon's ller\ or other lion could bo a$€ded on aceunt of lhe
w6rk. s€rvicos. or miierlals. Grsntor will upon rsquost of L€nd6r fumlsh lo Londor advance assu6nco6 sallsfactory tci LBndor thdt Grdntor
can and wltl pay $6 cost of such imffo\&msnts.
pROpeRTy DAITAGE INSURANCE The followlng provlslons relating to lnsurlng lha Pmporty are a part of thls D€€d of TrusL
Ma&rtcnance of tn6uranc.. Grantor shall pmcu(e and meintaln polldos of tirt lnsurance wlth standard ext€od€d coverage endorsemonts on
a fak v€lue basis for th9 tijfl lnsurablo value covoring all lmpovcments on the Rsal Property ln an amounl Gufiicl€nt 10 avold appllcatlon of
any colmurance dause, and wfth a slandard nFrlgage€ dause ln favor of Lend6r. GrBr{or Ehall €l$o ptocurg and melnlaln compr€hao8(vo
o€ireral ltabllltv lnsuEnce ln such covetage Ernounts es Lender may r6qu€st wlth Trustee and Lendet b6lng namod as addltlonal lnsur€dB ln
iucn UOmty ineurance polki6. Addi{lonally. Granlor shall malnlah Buch other lnsurance, lncludlng bl,t not llmited to haz6rd, budnass
lnterrupuon. atd bollar lnsurancc, as Landor may Basonably requhe. Pollcies shall b6 writkn in ficrm, amounb. covatages and bq3ls
reasonbbly icceptablE to Lender and bsu6d by a company or compsnles reasonabty aeeplabl€lo Londor. Gruntor, upon roquost ol L6nd€r.
wlll doilvor to lender tom Ume lo 0m6 thc poficlas or caruncatos of ln6lranco ln form sallsfactory to L€ndor, lncluding s{pulalions that
coiret"grs trvlll not be cancallad or dlmlnlrhed wlthout at l€as_t ten (10) d€yt pdor lvdtt?n {tgtloe to L€ndar. Each lnsurance pollcy alBo shall
lncflrde an endoremer( providlng that coveragB in favor of Londer wlll not be. lmpalred in sny way by sny ectr omlsslon or ds{ault ol
Grar|br or erry oth6r p€rson. Shot ld tha Real Poporty be locst€d ln sn area deslgnaled by the Admlnlsltalor gf {he Foderal Enr€rg6nay
ManaementAqency.r a epedal llood hrr.rd arca. Granlor agreoe to obtaln and malntgh Fedaral Flood lnsuranco, lf avallablo, wiltin 45
da$s irfiel not& ts -gfv€n by tender tM the Propetty ls bcat€d ln a speq:al fiood hazatd areA lor lh€ tjll unpald prrindpal balanc. cf tho
loan and arry pdor lt6n3 on the prop€rty seqrrlng the loan, up {o lfis maxlmum pollcy llmiG sot und€r th6 Ndond Flood lnsurance Program,
or ss otherwlso raqufed by Lendor, and to malntaln such lnsuranca for the term oflhe loan.
Appfication of prcceeds. Grsntor shall prornptly no0ry L6ndor of any loss or damage to the Prcperty. LondBr may rnako proof of loss lf
Gianhr b[s to do go wthln {ltteen (15) da}s of Ere casualty, lr/hsther or not Lendols socurlty ls lmpah€d, Lendar nay, at t6nC€/s
el€cticn, roc€ivo afd rc(aln the Eoc€eits of any lnsurancs and appty lh6 proc€ods to tho reducllon sf tho lndobtodness, pafxont of any lien
afrectkrg th6 Prcperty, or th6 resbratlon snd repak of lhe Poperty- lf Lender otects to apply tho prooeeds to estoralion and repalr, Grantor
shalt re&h or raplaco the daftagod or d6strolr6d lmprovem6nts ln a mannBr sallsfac{ory !o L6nd6r. L€nder shall, upon sailsfadory pncof of
srrtr expendlturi, pay or r€lmbrrso Grantor trom the procseds for lhe r€asonable cDst of repair or r6storalrl)n lf Grantor lE not ln d€fault
und6r ttils De6d of TrusL Any proceede whlcfi havo not beon dlsbu6Ed wlfrh 180 &ys anor thek /ec6lpt and whlch Lend6? ha6 not
committed to th6 r€palr or ras{oratlon of tlp Frop6rty shall b6 used llrst to pay any omount owlng to Lender undsr (hls Oe€d of Tru6\ then
to pay accruod IntErost, and the remahder, lf any, shall ba appled to ho prhdpal balance of the lndebledness. lf Lendor holds arry
prcbeids m6r payrfient ln full of ln6 lndebt€dness. tudr proce6d3 shall b€ paid to Grantor as Grantofs lnt€rests may app€ar,
Compllance wlth Erlstlng lndebtedrtsr. Duriru tft6 period ln whlch any Exls0ng lnd€btodness doscrlbed belo\il is ln afract compliancs with
the lnsuraoco provlslons aonlalned ln th€ lflstrum€nt evidencing such Existlng lndobtodn€ss shall constlut€ corpllanco with th6 lnsurencd
provlsions und6r lhlg D6ed of TNst, to the Bxtent compliance wlth th6 t6rms of thls Deed of Tnrst would constltute a dupllcatlon of
insurancs Gqulrcm6nl. lf any procoeds from the lnsursnce becoma payablo on loss, lh6 provlslons ln lhlE D69d of Trust for divlclon of
proceeds shait apply o.rly lo that portlon oflhe poco€ds not paysbl6 lo th6 holdsr of th6 Exlslino lndobtodn€ss.
Grantor! Repo( on lnBurance. Upon FquEst of Lander, how6v6r not mor6 than onco a y6arr Grantor shall fumlsh lo Lgndor a report on
€actr€xlsungpollc?oflnsuranc.ahowhg: (1) thenam6oftheln$u(€n (2) thsdskshsuredt (3) theamountolthopollcJ,i (4) th6
property lnsurgd, (ha thsn cijnent replacament value of such propsity, and tho manner of detcrmining that valuoi and (5) the oxplration
dataoflheponcy. GrEr(orshall,uponr€quasto{Lend6r,havoanlndepond€ntspprelsersatisfactorytoLendardetormhalh6cashva,uo
raplac€mont cost of the P.oporty.
LENDERS EXPEHDITURES. lf any scllon or proccodlng 18 comhoncsd that would malorlally atfec'( knd€r's lntores( ln lhe Pmporty or lf Gr6nlor
falh to comply wlth any provlslon of thls Deed of Trust oa any Ralated Docum€n16, lncluding but not limlted lo Gtantor'e fallura lo comply with
any ohllgation' to malntaln ExtsunE lndebtedness ln good standing as r6qulr€d bolow, or to discfiErga or pay when due any amotrnts Grantor ls
re{ulred-lo dlscharge or pay und6r {hls D6ed of Trust or 8ny Rohtod Documsnts, Lendgr on Grantofs behalf mey (but shall not bs obligatod {o)
la(e any acilon that L€nder deoms approprlate, lncludlng but not llmtted to discharging or paying all tax€6. liens, eecurlty lnlergsts.
encumbrances and oth6r clalms, at any llmo l€vl€d or placsd on lhe Property and payng all cosh fior lnsurino, fi[rlntalnlng and prss€Mng tho
Poperty. Atl sudl €xpondlturos lncunrd or pald by Londer for such purposes wlll (hen be3r lnl€rest at the ratB chargod under lhe NolE from the
da(d lniured or pald by Lender to ho dale of rep6yment by Granbr. All such expenses wlll becorne a p6rl of tha lndebtednsss and, at Lendofs
optlon, will (A) be payablo on demand; (8) b6 added to lhe balanco of the Nole and bs apporlioned among and b6 payeble with any
iristallment payrhants to bocome du6 dunng €lthsr (1) th6 t6rm of any applicablg insurancs pollcyi or (2) the remalnlng term of lh6 Nolei or
(C) b6 troatod as a baltoon paymgnt whlch will be dr,e qnd payablo at tho Note's matudty, Tho oeod of Trust also wlll secure payment of thes6
iriroun(,s. Such rlght Bhall be in addltioo to all oth6r rlghts End remedies to whlch Londer may bo entitlod upon DefaulL
WARRANTYi OEFENSE OF nftE The followlng provislons relaling to ownershlp of lhe Prop€rty ars a part of thls Daed of Trust:
Tltte. Grantor warrants thab (a) Grantor holds good and marketable tltle of record to the Property in fB6 simpl6, free and clear of all lions
Loan No: 9003
DEED OF TRUST
(Continued)Page 4
and encunrbreoces other {han thoss a€t forth ln the Real Pmpg(y descdptlon or ln the Exl$ting lndebtsdness sodion bolow or ln any ttle
insuranco potlcy, ti0e rqport) or flnal tltle oplnlon isgusd ln fa\acr o( and eccoptsd by, Lender fn connecllon wlth thls Deed of Tilst, and (b)
Granlor hai thC fult dght, pow6r, and €uthorlty to ov.ccute and dellvct this Deed of Trus{ to Londor.
D6Ienso o, Tltls. Sobject to lhe axcoption ln th6 paragraph abova, Genbrwanants and wlll forever deferd tha tjtle to tha Properly agaimt
tho lawful olalms of all pertooc. ln the 6vent any actlon ot proceedlng 16 comm€ncsd that questlons Granlofs tltle or lhe lntcrast o,
Trustoe or Lender undor lhls Deed of Trust, Grantor 6hall dofend lha action at Grahtor's axp€nss. Oranlor m8y bs th€ nomlna, party lfl
6uch Droc66dln0, but L€nd6r 6hall bo snttll6d to particlpato ln lh6 plocaadlno and to be r6pre6ont6d l0 th6 proc€edlng by co6nsel of
Lend#s own choice, and Graolor will dellver, or caugo to be dellvorod, (o Lender such instruments ,s Lender may roquost from tima lo
time to permil such Parllclpatbn.
Comp[ance Wilh [aws. Granlor wananls that the Prop€rly and Granto/s use of the Property complies with all existing appllcabte laws,
ordinancos, and regulations of governmental aulhoritlos.
Survlval ot R6prs6ar(6tlon! and warrenties. All ropr€ssntailons, warranties, and agreemants mad6 by Grantor ln this D6ed of Trust shall
survlvo th6 exaar{on and delivary of thls Deed of Trust. 6hall bE continulng ln nalure, and shall ronrain ln full forcs and eff€ct until sudl
tfio as Borror,veds lndebtedness shall be psld ln full.
E(SIING INDEBTEUNESS. Th6 follirwhg provlslons conc€rnlrE Erlsting lndebtednoss ar€ a part ol thls De6d of Trust:
Exletlno Llen. Th6 tlon of lhis D6€d of Trust seialrlng the lndebtedness may be secondary and lnferior to an exieting ll6n. Grantof e)eressly
covBnaits and agrb6s to pdy, or geo to lhe priymsnl of, he Exlstlng lndbbtddness and lo prevont any ddfaull. on suifi ind6bt'€dne6s, ani
dehult under fhe insttments €videncho such iodobtodness, or any d€fault undsr any secutity docilmenb lor such indebtedness.
fio Modlficatldn. Grantor shall not 6nter ln{o any agr.€m€nt wlth {he holdor of any mortgag€. d6ed of trrrs! or o{her eecurlty agreomsnl
whlch has Oriority ov6r thls De€d of Trust by whlch that agreomenl ls modified, amerded, extBnded, or renawod wlthout the prior Mitlsn
oons€nt of'Lsndar. Granto, chall nel(her r6quest nor eccEpt any fu{ure advanc€r under any 6udr security agream€nt wilhout lhe prlor
wrltten consent of Lende[.
COflDEMI{AT|ON. The follor/vlng provlslons r6lating to oondemnauon pmooedings aro a part of thls De6d of Trust:
proclcdingc. lf any proGoding io condrmnallon Is^ fi16d. Grentor $all prompuy^ noliry Londer in wriung, and Grantor shall prornp.]ly t?k€
Buch stcd.r mafba necoesary to dEf€nd the acllon and obtaln lhc award. Grantor may bo the nomhal party ln ardr proceeding, bu(
Lender shalt ba 6dtflcd to par0dpate h th€ plocoadlng and to be r€present6d ln the procoodlng by counsel of lts own cfioh€. and Grsdor
wltl dellver or cauBe b be d6tlv6lGd to LandBr sudr lnstruments and docurnsn(allon a6 may bo requsst d by Lender from tlm6 to tim6 (o
patnlt suoh Partlclpatlon.
Appltoaflon of Net Froccsds. lf all or any part of tho Prope(y ls oondemned by emlnenl domsln prccdedltEs -or by any pnscodding or
prrchase ln lieu of condemnallon, l-9nd€r may 6tlts 6l6cllon roqulre that all or gny -pofion of fie n€t proce€ds of lha award be app]h{ to
ihe Indabl,edness or th6 repsk or rostor"tion of lhe PmpGrty. Th6 n€t prcceods of tho award Bhall mean th€ eward afrer payment of atl
reasooablc costs. oeonses, 6nd attomByE fe€s lncilned by Trustee or Lend6r ln conneclion wlth lhe cond€mnatlon.
tMpOSmOfl OF TAXEq FEES AltD CHARGES BY GOVERNMEHTAL AUTHORITIES. The follo$dng provlGlons relallno to Oovemrndntal tax€s,
e€s ard chargos ato a pa( of thls Dsed of Trusl;
C{rIE$t T.ree, Fees end Charges. Upon requast by Londer, Grantor shall.execute suct doflm€nb ln addl8on to this D66d of Trust and
t6k6 wftatever o*lar as,llon b r6que6t6d by Lender to p6rfeci and conunuo LendeCs lian on fi6 Real Pop6rty. Gran{or shall ,eimbur3a
La$dcr fior all tar(eq as ds(rlbod below, togelhor wlth all expens€s lncutrod ln tecordlng, psrlEc[ng or contlnuing thls Deed of Trust,
lncludlng without ltmltatlon all t xeq fees. documentaqf $tamps, and othor chargee for remrdlng or reglEterlng lhis Deod of Trust
Taxos. Th6 fgllowlng shau cons{Jtute taxes to whlch thls sootlon applles: (1) a specillc tax upon lhls type of O€€d of Tru6t or upon all or
any part of the lndobtednes€ sery16d py thh Deed of frusB (2) llp€cfic-tgx on Bofiow€r whlch Borrow€r ls authorize-d or rcqulr€d^to
de&ict fmm FEy/mohts on h€ lnd€btodn€ss sec{rrsd by thls ipa of De6d of Trust; (3) a tax on thls typo of Do€d of Trust cfiaBeablo
agalnst the Linder or tho holdet of the Note; and (4) a spadlic l,ax on all or any porfion of tho lndebtDdnoss or on payments of prindpal
and interost madc by Bonow€r.
Subsequent Taxes. lf any lax to which lhfs sectlon applles ls enaded subsequent to the dat6 of lhls Do€d of Trusl, this event shalt have
lhe eartre €ffect as an Eriont of Default, aod Lsndor rnay exerc.lso any or all of its available temsdies fof an Evenl, of O€fault as prcvlded
below unless Grantor elther (1) pays the tax bobr€ it bocom€$ dellnquenl or (2) contosts tho lax a8 povlded abo\re ln the Taxes and
Ll€ns seclion 6nd dsposllo wlth Lendsr cash or a sufficiont mrporale surety bond or oth€r s€curlty saus{ac{ory to Londor,
9ECURJTY AGREEMENI; FINANCING STATEMENTS. Ill€ followlng providons ralatino tO thls D6ed of Trust as a securlty agrsoment €r€ a part
of lhls Oeed ofTrueh
Socurlty AsrEement Thig lns(rum6nt ehall constltuto s S€curlty Agreem€nt to lho ext€r1l any of the Prop6ru constif(66 fixturos, and
Londer rhal-l have all of lhe fights of a sodJrdd parv undol the Unlform Commsrclal Coda as amondod ftom Umo lo Umo.
Securlty lnteresl Upd| Gqu€st by L9nd6r, Granlor shell lak€ whalevor ac6on ls r€qu6stad by Lendor to perfec'( and con0nue Lendsrrs
s€curlty lntorcst ln thb R6nts and Pa6onal Prop€rly. ln additlon to rocordlng lhls D.6d of Tru3l ln lha r€al ptoporty recordE, Londer may. at
any ttme and without furlhor aulhorlzatlon from Grantor, llle oxecuted cdrntsrpErts, coplos or reprodudlons of this DEod of Trust as a
flninclng GlslBmant. Grar*or shall ro{mburso Lendet {or all oxponses Incurrad in psrfectlng or conlinulng thlE socurlty lnterest, Upon
default, Grentor rhall no( remov6, 6over or detach the Po6onal Proporty ftom lhe Properly, Upm defaul( Grentor shall alsemble anypereonal Ptopeny no( aff,,red to th€ Prpporty In a manner ahd al. I phc6 roasonably conyenlent to Gran{or snd Lender and make lt a'vallable
{o Ler}der wtihh'throe (3) days af,or recolpt of wrfugn demand flom Londor to tha ex(6nt pormltl€d by appllcable law.
Addresser. The malllng addresses of Grantor (dabtoo and Lgndor (s€curBd party) {rom whlclr Informalion conc6ming h6 iecudty lnrgr€st
Orantod by thls O66d of Trust may be obtalned (aach as required by th6 Uniform Commerdal Codo) Ero as stated on tho firsl page of thls
oeod of Trust.
FURTHER ASSURANCES; ATTORNEY{NtrACT. The following provislons rolafing to fur{her assurances and atiorney-ln-fa6{ aro a part of thls
Deed of Tttrsl,:
Furlher Assurancas, At sny tlma, and from time to tlmg, upon roquest of Leoderr Grantor will tnake, 6xec{rte and delive( or \t9lll causg to
be made, €xesutsd or delivered, to Lender or to L6ndeCs doslg066, and when requestad by Lendet, cause to b6 {iled, rocorded, refiled, or
Loan No: 9003
DEED OF TRUST
(Continued)Page 5
rerecotded, rs tho casa mgy bo, al 6uch tlmg6 and ln such ofllcas snd plec€s as Lgodsr may d6ern appropriate, any End all such morlgagas,
dgods of trust secudly da€ds, 66curlty ag(€emonts, fhanclng gtatements, oontlnuallon stat€menls" lnstrumonts of furthgr assurance.
cerllflcat€€, snd othar documents e8 may, lo th6 3016 oplnion of Lendol bo nocBgeary or doslrablo in ordar to otfecluat€, compl6t€, perfEd,,
conunllg, or pr€scrve ('[) BorrowePs and Orantot'c oblfgauons Undet lhe Not6, lhls De6d of Trust, and th6 R6lated Documsnts. and (2)
th6 llen3 and seqrrlty lntorgsts created by thls Deod of TruEt aB first and prlor llens on the P,op6(y, $tlathar now or,vh€d or heteattor
acoLrhd bv crantor. Unloss prchhlted by law ot Lender agrees lo tho contraty ln wrltlno, Grantor shall rclmbu(so Londor ior all costc and
expenses lhcumad in mnnoc'llon wlth (ho matters rsfened to ln lhis paragraph.
Altomey-ln-Fect. lf Grentcr blls to do any of the thh96 rofonod to ln the precodlng para$aph, Lender may do so for and in the name of
Grantor-and at Granto!'6 oxp6nse. For sudr purposes, Graflor horeby lr€vocably appolnhs L€ndor as Granlor'6 atlomey-in-fact for tho
DutDoso of ma$ng, exectu"ng, dellverfng, fillng, racordlng, and doing all othcr things as may be nocessary or d€skablo, ln Lendefs sole
ipiirton, to aooompllsh th€ malters lefened to In lhB precodinE Paragraph.
FULL PERFORIIiANCE lf Borrow6r And Giantor pay all lhs lndobtodnoEs when due, and Grantor othorwlse porforms all the obllga(ons lmposad
uDon Grantor und6r thls D6ed of Trus\ Lender shall exocuto ard d€llvar to Trusleo a roquest for full recoorolanco and shall executg and dellvor
t6 Grantor suitaDl€ stal€ments of brmlnation of any linanclng statemeht ofl fi16 Gvidencing L6ndefs securi(y htorest in fhe R6nl6 and tho
Personal proporty, Any teconveyance f66 tequired by law shall bo paid by Granlor, lf permltted by applic€blg l6w.
EVENTS OF DEFAULT. Eadl of tha following, at Lende/e oplion, 6ha[ conslitutc an Ev6nl of Detault undor thls De€d of TrusU
Payment Defarrtl. Bonower fails to make ahy payton{ when due undsr lhe lndebtsdness.
Other t ef.ulb. Boffow€r or Granlol'f8lts to cornply wlth or (o perform any oth€r term, obliga{ion, covEtrant or mndtion conlaln6d h lhis
Deed ofTrust or in any of tha Rdated Doctrmonls or to comply wlth or to perform any teffn; obligauon. cov€nant or condllon cor(alned ln
any olher agroem€nl b€fuvoefl Lender and Oorrow€r of Grantor'
Compliancc OcfaulL Fallul€ lo comply with any othor t6nr\ obllgalion, covenant or oondlti<n contained In this O€ad of Ttust, th6 Nole ot ln
any ofthe Relatod Documcntt.
Oetautt on (Xhcr Paymentg. Fallut€ of Grantor wlthln th€ qltg Hqlred by lhls Doed of Trust io mal(6 any paymar( for taxas or lnsur€nca,
or eny olh€r prymant nocossary to ptvont ltllng of or trc €ftoct dlsdErge of arry tlen.
Envlronme[td Defautt FBllurs of any party to comply wlth or porform wh6n duc 6ny tem, obligatlon, covonanl or oondtlon contalnsd ln
any onvlfonmontal agreomgnt cxeculed ln comec,tlon wlth the Prqerty.
t eliufl ln F6lor of :rttrd Partlos. Should EofiDlv€r or any Grantor default und6r any loanr exlenslon of c.sdlt, lrcurlty agroe,nent. purctrass
or sales agreemeG or eny othet agr.smen(, in 6vor of any.olh€r qBdttor or person that mEy ma(orially aflec{ any of Botrow€t's ot any
Granbr'e propsrty or Bonbwefs abli(y to r6pay th6 lndEbtadness or Bonowe/s or Grantofs ablllty to p€rform thek resp€cilive obligallons
under thl6 Deed sfTrust or any of the R€la{ed Docomonls'
Fabc StatemenG. Any wananty, Gpressntdlon or stat€ment mado or Gimtshed lo Lender by Bonower or Gr.ntor or on Bonovra/e or
Granbr's behaf und6 this Dc6d o{ Tnjst ol tho Roht6d Doc{lment8 k hlse or mlsl€adlng ln aoy maledal rcspecr, ellher now or al tho tme
rnada orlumlshed or becomes false or mlsleading at 8ily tlme h€reattor'
Defectlw Colhtoraf.zation Thls D3ed of Trust or aoy of tho R€lel€d Documen(s caases to be ln full lorce and 6ff6ct (lncludhg tailure of
ary conabral doarmont to c{eat6 a valtd and perf€ct6d soc{rlty lnt6r6st or llen, at eny oms and for any reasfi.
tGolvency- The dtssolution or Grmlnaron of Borrower's or Granbds €xbtonco as a golng bu6ln6ss, th6 lnsolvency of Borroi /er or crantor,
th6 appolhtment of I Gc6tv6r f6r any part of BorroweCs or Grantoy's property, sny asslgnment for th6 benofi( of credltors, ady t),p€ c{
credltbi workout, or lhe commoncoment of any proo€gding undot Eny bankruptcy or insolvsncy la\.rrs by ot againsl Bonower or Grant<ii.
Credi{or or Forfeitrc Poceedings. Commoncemsnt of foreclosure or for(eiture prccoedings, wh6lh6r by judlclal pmc6odlng, s€lf-holp,
repossosslon or eny oth€r m€ftod. by €ny cr€ditor of Bofiourer or Gtantor or by any goremmenlal 8gency agalnsl any Hopdty 66cilting (he
lndebtodness. Thla indudes a gamlshftont of sny of Borrower's or Grantofs accounb, lncluding deposlt accounts, wllt Lendor. Hotr6v6r.
thls Ev6nt of Default $hall not apply lf lhere ls a good faith dispute by Bofiowor or Grantor as to the valldlty or r€asonableness of the clalm
wtrlch ts the basb of he croditor or forf6lturs proc€€ding and if Bonower or Grantor glv6e Lends wrltten notlce of th6 credi{or or forfel(ure
pmcoeding and dsposhs wl(h Lsnder monles or a 6ur€ty bond br th6 ctudltor or brfelturo pocoedlng, in an amount dolermlned by Lender,
in lts sola dlsqrtion, ss bolng an adoquat€ rsssrve or bond for lhe dispu{e.
Breach of Other Agreement. Any breach by Borower or Grantol undor lhe terms of any other agro€m€nt bewesn Bofiower or Grantor and
Londer that h not r6modl6d withln any grace peli)d provided tieroln, lncludlno wlthout liml(atlon any sgroom€nt concBmlng any
lndeb(edossg or other obllga0m of Eorrower or Grantor to Lcndor, whethor axlsttng now or lal6r^
Evcnts Affocthg Guarantor. Any of he preceding events occrr6 wlth resp€ct lo any Guarahtor of any of lhe tndebtBdness or any
Guarantor dhs or becomes lncompBtont, or r€vokos or dlspu(€s the valldlty of, or liability und6r, a.ry Guaranty of tho lndebtedness,
Advsr6e chang6. A matEdsl sdver8€ changa occuG ln Borrowods or Grsnto/s fioandal condltlon, or Londer balleves tha proapect of
paymont or porformance oflh€ lodebledness ls lmpalrsd.
hsocudty. Lender ln good falth b€liavas ltsolf lnsacuo.
Exbtlng lndcbtodna$. Ttl6 paym€nt of 8ny lnstallmsnt of Prlndpal or any lnt€rest on the Exlsting hdabtedness ls not mado wlthin the tim6
requhed by th€ promlrsory not€ evldonclng suoh lndsbtedn6€6, or € dol'ault occuc qnder the lnshument sec{rlng sudl lnd6bt6dn68s and ls
not cursd durhd any applicabte grac6 p6rbd in such lostrum€nt, or any sult or othor acuon ls oonrmencsd to foreclose any existlog lian on
the Prop€rty.
Flght to Crrre. lf any dahult, 0&6r than a dofault in paym€nL Is qlrable and if Grantor has not been glvbn a notlcs of a b'r€ech of the samo
provlslon of thls Oeed of Trust wtthln lhe pr€ceding twalvo (12) months, lt may be orred lf Grantor, atter Lender sends written nouce lo
i3onowerdemandlngcureofsuchdefault: (1) drrasth6dofaul(wlthlnfif,een(15)daysi or (2) lfthocUr6requlGsmor€thanfitteen(15)
day6, lmrnodiately lnltiat€s eleps whlch Lender deems in Lende/s sol6 discrstlon to be sufficiont to cure the default and thorealler
continugs and compl€tes all reasonablo and nec€ssery sleps sufliden( to pmducs complhnc€ as soon as roasonably praclical.
RIGHTS AND REMEOIES ON oEFAULT. lf an Event of Dofault occtlrs qnd€r lhls Deed of Tru6t, at any tlm6 lhereafter. Trustee or Lsndor may
exerdse Eny one or more of the followlng dghts and romadlos:
Loan No: 9003
DEED OF TRUST
(Continued)Page 6
No(cc ot DcfautL ln the Event of Dofault LendBr shall sxEcute or eause ths Tru6t€e to axeoul€ a wrltten notlc6 of 6uch defsutt and od
LendEr'c electlon lo cause the PropsrU to bo sold to satbry th€ lndebtedness. and shall cause such notice lo bs recorded ln lhe ofrice of
lhe reoorder of sach county u/tlereln the Rcal Property, or any Part thorBof, ts el(uatEd.
Elec{ton of Rcmodl.s. Eloclbn by Londor lo punguo any temedy shall not 6xclud6 pursult of 6ny oth6r remedy. and an electlon to make
expondl(uca or to tak6 actlon 10 porforfiT an obliga{on of Granlor under thls Os€d of Trusl, ater Grantor's falluro to perform, shall not
afiLa tEndefs rlght lo d€clar€ a d€fault and exardso ltr romedlos.
Accelerate lndcbtedneca- Lender shall have the rlght at lt6 optlon wl{hout notice to Bonower or Granlor to declars lh6 €ntk6 lndebtednass
imnEdlat€ty duo and payable, lncludlnB any prepayrnont psnalty whlclr Bonower would b6 roqulrod to pay.
Forcclosuro. Wlh respecl to all or any part of tho Real Prop6dy, the Trustee shall have lha right to foroclose by nolicr snd sale, and
Lendor shall have lho right lo foreclose by judidal foreclosure, ln either case in accordanc€ with and to the full eKent provlded by
applicable law.
UCC RemedLes- Wth respoct to all or any part of th6 Personal Properly, Lendef shatr have all thg dghtB and remedl€s of a secured party
under he Unlform Commedal Code.
Collsct Rents- L€ndsr shall have lhe righl, without notico to Bonouer ot Glsntor to tak8 possesslon of and manage lhe Property and
cotlocl the Rents, lncludlng amounts past due and unpald, and apply tho n6t proc€eds, over and abore LendE/s co8ts. agahst lhB
lndeb{ednosg, ln furthoranco of thb rlght, Lender may r6quk€ sly lenant or olher us€r of lho Property to rlake payments of r6nt or use
f6as dlr€cfly to Lend6r. lf lha Rant6 are collected by Lender, thon Grantor kevocably designates Lendor as Grantdls attdrriey-lrFfact to
endorse lns-trurnents rec6iv6d in paymont ther€ot In th€ name of Granlor and to negotlat€ lhe same and cotl€d the proc66dg, Paym6nh by
Gnants or oth€r ussrs lo Lendor ln rosponse to Lends/s demand shall satls! th6 oHigatlons for whlch th6 paymenie are nrado, *hether o1
not sny proper grounds br lh6 d€mand 6xlse& Londer may e,@rds€ lts rlght$ under thts subparagtaph €llhor ln person! by ager(, or
lhrough a r€celvat.
Appolnt RecDlv€r. L6rid6r 6hal hav6 ft6 tlgfrt tD have a recelver appointad to tak€ posaession of dl or any part of lhe Pncpe(y, wlth the
pow€r to protoct and pras6$6 tti€ Pn porty, to operat€ lho Ptoperty precsdlflg lotBdosure or sale, and to collect the Rents tom the
Propsdy end apply the proc6€&, ov€r and abovo ttro cost of th6 recolvor6hlp, agalnGt lhe lnd€bledn6s6. The recelver may s6rv6 wlthout
bond lf permlttod by law Lend€r's right to lhe appolnhont of a rBc6lvar shall 6xlst whether or not th€ apparont vslu€ of th6 Property
exceedrlhehdebtedncrsbyasubsl,antlslamour(. EnPloyrnentbyLend€fshallnotdf8qualtfyapersonfromaervlngaBar€celv6r.
Tonariclf at Sufferance. lf Granlor romalns ln po$esdon of ths Prop€rty afier tho Prope(y b 6old as provld€d above or [€nder othorwls€
becomoc anll06d to po6sesslon of tle Proporty t pon dcfault of Borowor or Gtantorr GlEntor shall be@mo a t€nant at sutfBranca of Lender
or th€ purc$aEer of OE Proporty and Bhall,.at-Lendo/s opUon, ellhel (1) pay a reaiohabl€ rentgl frr th6 u66 of the Propcrty, oi (2) trceto
the Roperty lmmadbtcly upon lhc demand of Lo.l&r.
olher Ram€dae3. Tru{ge or LondEr shall havo any other righ( or romedy provided h lhiB DBed of Trud or lhe Note or avallable at law o. ln
equdy,
,'lotic6 of Sal6. Lender 6ha0 glv€ Graotor rsasonabl€ notce ol tha time and plac6 of any puhlic sale of the Personal Propsty or of lhe tlmea(or.whlcfi any .prlval€ salo or o(her lntonded disposi{bn of lh€ Porsonat Property ls lo b,o made. RE66onablo nouce shall mssn notlce
given 8t laast t€n (10) days b€foiB the time of the sale or dlsposltion, Any sale of tlu Pg6oflal Proporty fiay bo mad€ ln coniunction $rith
any tale of th€ Roal ProPdrty.
Srl. of thc P6perty. To th6 ertent p€rmltBd by appllcable law, Bonowdr €nd Grantor hereby lralves 8ny and all rights to havo lhe
Poperty marslralled. ln exercislng lls rigl(s and tqlredl€s, lhe Trust€€ or Lender shall be fre€ to s6ll all or any part of lhe Prcperly togelhot
or Sepdrately. h ono sal6 or by iopara{e sales, Londor shall bc enlltl6d to bld at any prbllc sale on all or iny portlon of-th€'Property.
Notlce of sale having b6en givan es then raquirod by lau and not,6s6 ttran the tlme rBqulred by law havlng €l6psed, Tru6t6o, wllhout
dEmand on Grantor. shall s€ll the property d( the llme and placo fixed by ft lo $6 notlco of sale at publlc auc{ion to the highest bldder for
cash in ,awful money of the Unl(6d Slat€s, payable at llmo of sale. Trusteo shall delivor 10 the purchaser his or her d€ed conveying the
Property so sold, but wlthout Bny @venant or warraflty €xpr6ss or lftipll6d. ThE r€chhlg ,n such d6ed of any mattors or facts shall beconilusive proof of the tru{hfulness of such matters or f;ac'ts. Afler dodudlno 6ll costs. fees and oxpenses of Truste€ and of (hl6 Tru6t,
lncludlng oo'st of evld6nc6 of (tla and reasonable attorneye' (eeq lncluding those ln connection wlth lh6 salo, TnldtBo shall apply proooods
of sale lo paymont of (a) a[ sums ere6nded und€r thl6 Oe€d of Trusl not then r€pald wlth inlerest thereon as providBd ln t rls Dood offrustl (b) ill lndabtedness 56arred her6by: and (c) tro temalndet lf any, to lhe pgcon or persons legally €ntltt€d th6reh)-
Atto.Isy3' Fe€s; Expensoc. tf Lendsl ln6tltute8 any suh or actlon to Gnforca any of lhe torrns o{ lhis D6ad ol Trust, Lendsr shall bo ontltled
to raco\ror such sum 8s the court may.adjudge rGasonablo as attorneys' fsgs Bt Olal ard upon any.appeal. Wholher or oot any oorrrt ectlon
ls lnvolved, and to {he oxl€nt not Frohhlted by law, all reasonabls expens€s Lsnder lncurs that ln L€ftCer's oplnlon are necbesary at any
tlme for the protoc{ion of lts lntorost o. the enforcement of lts righls 6hall becomo a part of {ho lndobt€dnoss payable on demsnd and shall
b6ar Inl€r€st at lh6 Nols rate fom lho dats ol'lho expenditur€ until repaH. Expenses covered by thls paragr€ph lndudE, wlthout limltatio[
howovor subj6ct to any llmltg undor appllcable law. Lende/s reasonable atlom6ys' fuos and Lend6r'8 l60al oxp6nsgs whelhor or not thero lse laweult. locludlng raaeoneble attornoys' f€ea and expanses for bsnkruplcy proc€sdlngs (rrludhg offor{s lo rnodtry or vacate any
eutoma(lc slay or lnjuncllon), app6als, and any anllclpated poit-ludgment collgct(on Eorvlc€s, the cosl of searchlng records. ob{ainlng tltl6reporls (lncluding fuieclosurt rapods), survayorsr tepofie, and appralsal fees, lllle Insurence, and [6es for ftE Trus(eo, lo lhe oxtentponnl[6d by appllcobl,e law' Granlor also wlll pay any court co3ts, ln addltlon to all othersums provlded by law.
Rlghh ot Trurtee. Tru6l66 6hall hav6 all of tho dghls and du0es of Lender as set forlh in thls sectlon.
POWCR9 At'lD OBLIGATIOHS OF TRUSTEE" The followlng provlslons relatlng lo th6 powGrs and obligalions of Tilstoe 6rE part of thls D6od of
Trust:
PoweE of Trusico. ln addltion to e[ pow€rs of Trustee arislng as a matt€r of l6w, Trustgo shall hav€ he power lo take tre followlng
acllong wlth reBpect to lhe Properly upon the wrltl€n requost of Lsnder and Grantor: (a) loln ln preparlng and filing a map or plat of lhe
Real Property, lnduding lho d6dlca0oh of streE(s or othsr rlghts 10 (he public; (b) jdn ln granting 6ny 6a66m6nt or crBatlflg any ,eslrlc,tlon
on tho Real Property; and (c) Joln ln 6ny subordtnation or other agreorn€nt aff€ctlng thls Deed of Trust or lhe lntGrost of Lcndor unctet thts
DEed of Trust.
Obllgatlons to Hotify. Trustoo shall not bE obllgatgd to notify sny other party ot a psndlnq salo under any othor trust deod ot liofl, or of any
actlon or proceeding in whlch Grantor, Londer, or Ttusleo shall be a party, uoless the aclion or proceeding Is brouoht by Trus(eo.
Loan No:9003
DEED OF TRUST
(Continued)Page 7
Trust e. Tru6tc6 $all mool an qualmcdions reguked for Truotee under applicablo law. ln addllion to the rlghts and remedles set lorth
8bovs, wlth resp€c{ to all or any part q, the ProFerty, the Tru8te€ shall have lho right to br6cloE€ by no(lc€ and 8ale, and L€nder shall have
tha right to forecloss by judiclsl foreclosure, ln alth6r cas6 In ac.ordanca wlth and to lhe full €xtent provlded by appllceble law.
6ucc€366r Trustee. Lend6r, at Lendo/s opllon, may {torn tlme lo tlm6 gppolnt s succa6Sor TrustoB to any Trustoe €ppolnted under thls
Dsod of Trust by an lnglrumenl 6xocutod and acknoyylodged by Landsr and recordod ln the ofllc€ of &a rocord€r of Waehhgton Cour(y,
Stata of ldaho. The inslrumsn( shall contain, ln addilloo 1o all oftar matt6rs r6quired by Blato l6w, the namcs of th€ origlnsl Londer,
Trustoe, and Grantor, th€ book and p3gB whore thls D66d of Trust ls recordad, and th6 ndmo and addrcss of th6 successor trtr6tee, and tho
lnsbrrment shall bo oxecul6d and ackno,vledged by Lender or its Guccessor6 [n interost Th€ Eucc€ssor truste€. wlthout conveyanc€ of theprop€rty, shall strcceed to all the till6, pow€r, and dutlos coftfsned upon th6 Trusteo ln thls Deed of Trust and by appthxblb law. Thls
pmcodurB for subs0tution of Tn,ste6 Bhall gov6m to lho excluslon of alt oth6r provlsions for subs{ltution,
NOTICES. Any nodce rcquk€d to bd €tu6n undor thls Oe€d of Trus{" lnduding wllhout llmltauon sny notlce of default and any notic€ of sal€
shall be glven 1n wrltlng, and shall b6 etfectiva wh€n achjally dellvoGd. when a.dually rocolved by t€lefacslmlle (unl66s otherwls€ reguk€d by
larl,), when dopostted with a nallonally rscognized ov6mlght couri6r. or, lf mallad, wh6n deposlted ln the Unhed States msil, as llrst dasd,
ceriheO or regri*erod mail postage prepald, dlrected to the addesses shovrn n6al tho beginning of thls D6ed of frusf, All coples of nodcas of
foroclosure ffltm th6 hcrder of any lien whlch has priorlty over lhis Deed of Tnrst shall be sent to Lende/E addr6ss, as sho$,n naar lhe bcAhnlng
of thls Deed ol TrusL Ahy pany may drango lls addres€ for notlces undet thls Deed of Trust by gtvlng lormal written no!c6 to the olher
Darilos, sp€ctfolng that the purposo of th€ noffco is to change tho partye address, For nouce purposss, Grantor ag(€es to keep L€ndor intormed
at all Um& of Granlo/s qrfiEnl address. Unless olherl./lse pmvided or r6qukc{ by law, if thoro ls more lhan one Grantor, any notlce glvan by
L€ndor to any Grantd is d€emed to be nolice given {o all Granlot6,
DTSPUTE RESOLUTION. This ceclion contalm a rury walver, sriltra{lon clause. and a clas6 acllon walv€r. REAI} lf CAREFUTLY.
Thts dlspulo re8olu{lon provbion 6hall supersedo and repl.ce any prlor 'Jury Waiver."Judicial Referenco.' "Clasi Actlon Wtlver,"
"Arbltratioq" '613pot6 F{.3olutlon.'ot clmlhr alternallvG dhputo agro{mont or prorlslon between or among the parllas.
anot hter tlBn dayB
lo thls
to mov€ {ho cour( fior an orderpomltt€d by eppllcable law,
r€laled orilr--orlitARBITRATIOa{. lf a clalm,
blndrng
arlses betwoen rc wl{h
bahre a slngle arbl[dor 6t ths r€quest of aoy
ArbltraUon shall be cofirnenod by ftling a p€tit{on wlth, and ln accordance wlth the appleblo arbf.ra{on rules of, JAIiS or Nationd Arbftratlon
Fonrn CAdmlnts{tator-} as selec,ted by lha lnitlatlng pa*y'. lf tho par0os agroe, abltratlo0 may be comnnnced by €ppolriment of a licensed
attomey who ls G€lec{6d by the parties and wrto agE65 to conduct t,le abitration without an Admiilstrator. Dlspules lnclude matters (l) relating
to a deposlt account, appllcstlon {br or dsnlal of crBdiL €nforcrment of any of th6 obligatlonB we have to e€.tr othor, comprlance wllh apprcable
laws andor regulatlons, performance or sowicos provdod und6r 6ny agreoment by any party, (ii) based on or arlslng from an atle€od toii, or ([)
lnvolving 6Ihor of our employoos, agonts. afrlH€E, or assigns of a party. However, Disputes do not lrrcludo lhe valldty, enfiorceabllit/,
meanlng, or so@6 orthls arblEation pmvlslon and 6uch matt€rs mey b€ delormlned ooly by s courL lf a thlrd p€rty is a pady to a Dlspule, ure
each wlll oonsonl to induding tho fhlrd party in 1ft6 arblttaton gDoeodhg for esolvlng the Oispute wl(h th€ third party. V6nue for lhe
arbltration ptoce€dlng 6hall b6 at a locatlon detoffiln€d by muiual ag(€omght of lhe parlie€ oi lf no agr€ement, in the clly srd slate wher6
lond€r or bank le headquarEred,
Aftel entry of en Arbitration Order. the non{noving party sha[ oommance arbltra0on. The movlng party 6hatl, at lts disqetlorl also b6 6ntillad
to comm€ncs arbitraflon but ls und6r no obllgalion to do so. and tho moving pa(y shalt not ln any way be adversety praiudlced by elecling not {o
comm€nc8 arbltralion. The arbit'atoE O will hear and rulo on epproptiale dispositlve motions for judgment on th€ pleadlngs. br fallw€ to 6tqto
a clalm, or for full or parllal summary Judgment; (ll) wlll rendat a dodslon and arry award Bpplying appllcable lawj (lll) *lll glvo sffEcl to any
llmltatlons pofiod tn dgtermlnlng any Dlspttu of dof€ns€l (lv) shall enbrca lhe docirines of computsory counterclalm, resludlcata, and collateral
estoppel, f appllcabls; (v) wlth regatd to motions and lh6 arbltratbn h6adng, shall apply rul63 of €vldonco gov€rnlng civll casosi and (vt) wlll
apply (h9 law of tre stal6 sp6dfi.d ln fte agroament gMng ris€ to {he Di6put€. Flllng of a psuuon for arbltrauon shall not prownl 8ny party
from 0) seet,ng 8nd obtEinlng fom a court of compelent Jurlsdlctlon (notwlthstandlng onEolng arbltrauon) provislonal or anclllsry remedles
lncludlng but not limit€d to inlunctive rellef, property preservatlon olders, foGclo$r6. 6viotion, attachmont, replevtn, gamlshment. and/or the
appofntmEnt of a recolver, (l) pursulng norF.ludldal foreclosura, or (lll) avalling ltself of any i6lf-h€lp l€mgdiee 6udr as setoff and .6possB36lon,
The .x6rdse of such rtghts shall not oon6{,ltut6 a walvor oF th6 rhht to submlt any Dlspute to arbltration.
Judgment upon an arbltrauon awad may be entered ln any courl hsvlng Jurlsdictlon 6xc6pt lhat, lf th6 arbifauon at /ard oxcoods $4000.000,
any party shalt b6 €nlil,sd 1o I de novo appeal of lhe award beforu a. palgl of lht96 artltralor8. To ellow br such appeal. lf th6 gryard (tncludlng
Adminlelrator, arbltratof, and a(tornef6 fBes and costs) exce€ds S4,O00,O00, tha arbltratcr wltl lssua a wltt€n, roaBonsd docislon supportlng
tha ewsr4 lncludlng a r{alemont of authorhy and lts appllcaUon lo lh€ Dispute. A requsst for d6 novo appeal fitus( b6 tilad with the arbltrator
wlthln 30 da)c follolvlng the data of lh€ arbltsatlon awad; if 6uch a toquest 18 not made wlhln lhat llme perlod, lhe arbllratlon doclslon shall
becomefinalandbindlng. Onsppeal,-lhe.arbitratorsshll fov'rewthe.alr|arddonovo,meaningthatlheyshall reachtheirou/nfindhgsoflacl
and concluslons of law rather than d6ferrin0 in any manner to th€ trlglnal erbllrator, Appoal of an erbltratlon award shall b€ pursu,nt to the
rules of the Admlnlstrstor or, lf the Admlnistrator ha$ no sttch rulBs, lfien lhe JAMS arbltration appellato rul6s 6hall apply.
Arbltration under (hls prcvblon concerna a lfansac{ion lnvolvlng lnterstEle commarce snd shall be governed by the Federal fublkation Act, I
U,S.C, B€c' 1 et seq. This a6ltrallon provlslon shall survlva any {6rmlnatlon, amendmen(, or sxplra0on of thls Agreenrenl ll lhe terms of thls
provision vary f(om the Admlnlslratorb rules, thls srbltafion provlslon ehall control.
RELIANCE Each parly (i) c6rtlfies that no ono has ropresented to. such pariy th8t thB oth€r party would not s6ek to 6nbrc6 jury and cl6ss
ac.0on waivers ln the 6v6nt of suit, and (li) acknowledgos that lt and the other party have been lnduced to enter lnto thls Agreem-enf by. among
Loan Noi 9003
OEED OF TRUST(Contlnued)Page I
oftgr thlngs, the raulual wsiv€rs, agr6arient , and cortl{icatlons ln thls ssc'(on.
UN1-AWFUL USE, MEoICAL MARIJUANA COI{TROLIEO 9UBSTANCES AND PROHIBITEO ,ACTMTIES, Ths trndarslgned shall not use, ocanpy,
or permll dra uac or ocdJpancy of any Ptoparty or-Collaleral by th6 u$dcclgn6d or any lessee. tenant llcanse€, permltee, agent, or any otherperson ln any manncr thal would bc a violatlon of any appllc6bl6 fcderat, state or local law or rogulallon, r€gardloss of whethor Euch us6 or
bccuparrcy li taw'ut und6r any confllcttng law, lncludlng without limttatlon any law relatlng to the use, salo, po*s6ssion, cuttivation,
manufacturs, distrbu{lon or marketlng of any controlled substancas or other mntrabsnd (whother for commordal, medlcal, or porsonal
Dgrposss), or any law relatlng to the modlclnal us6 or dlsmbulion of maruuana (colloctlvely, 'Prohlbitod Actlvi0es')^ Any le6sq ncense, subleaso
61 6ther ior€€ment ror ttsa, oc.r.Pancy or possssslon of 8ny Ptop€rly o( Collat€ral (coltecttuely a 'leas€") wlth any thlrd gerEon ('loss6s') shall
eprEssly -prohlbil lho lossce frofi 6ngaglng or permiltlrE olhers to engage ln any Prohibited Ac{lvites. Tho undeE'rgnod shall upon <trimand
pr&loE Le'nder wHh a writtGn statern€nt s€tung for{h }!s conpllance wtth (hls socllon and statlng whsther any Prohlbitod Ac{ivlties ar6 o? trEly
be occr.rrring in, on ot around lhe Ptop€rty or @llatorsl. lf tho under6lgnod bocomcs awar6 thst any l6ss6€ ls likely ongaged ln any Frohibltoa
AclMtios, ihe undereignsd shall, ln complisncewllh appllcablc law, lslminato lho applicable l6ase ard take ell acilons'permltt€d by taw to
dlsmnllnu6 suctr ac{ivltl6s. Th€ und6Bl0nod shall k€6p Lender fully advised of lts actiohs and plans lo comply wi(h thls sectlon and to prsvBnt
Prohlbiled Acttulues.
Thls aedion ls a mabda{ oonEldetation and inducomonl upon wNdt Londor rclies ln 6xt6nding credil and othe.Iinanclal accommoda{ions to lhe
underslgned. FailurB by th6 undarBlgnod to comply wtth thb 66ctlon shall conslltute a rnaterlal non-(rlrable Event of Defaull Not\l,lthstanding
anv{hlni ln this egraement the Not6 or Related Docrrmenls regarding rlghts to arre Evenls of Dgfault, L€ndor ls enl!0€d upon breaih of thti
se6tlonio lmmedlilely exerclse any and all rtmedles under thls Cgreement, lhe Note lhe Rele(sd DootmsnG, and by law.
ln addi0on end not by way oJ limltation, tha undorslgned shall lndemnify, defend and hold Lender harmless from and agalnst any loss. dalm.
damage, liabltity, find, p€nal(y, cost or oxp€nsa (lncludlng attomsys' fees and expenses) arislng from, out of or r€laled to any erohlblted
Ac(lvf,les at or on th€ Poperty or Collat€ral, Prohbited Aclivltles by lhe undorslgned oI any losssE of the Pn porty or coltateral, or (he
und6rsign6d6 broacfi, vlolatlon, or fallur6 to 6nforc€. or comply wlth any of th6 cov€nant6 sot forth ln thlg s€c{on. This lndsmnlty indudes,
without limltatlon any clalm by any go!rcmmsntal entlty or agency, any lgssoe, or ahy thlrd poGon, lncluding tny govdnmental ac{on-for s6hur6
or forfeitur€ of any Properly or Collatoral (wlth or wfrhout compensation to Londor, aod wh6tfi6r or not Proparty or Collaterral b taken ftse of or
subFcn to L6ndor's llsn or socurity ln{6rcsu. As ur.d ln th{3 66cfloh, th6 $rord 'undorsignod' do€s not lnclude Lenda or any hdlvldual slgnlog
on bGhalfof Londet
DOCUT/iEIIIT lMAGlllG. Lord€r $all bo €ntfied, ln lts eob dlscretlon, to lmago of mako copl€3 of all or any solodlon of lhe agneemenh,
lnslilm6n{s, documonla. aod ftam8 end tecorde govemlng, adslng lrom ol tblafing to any of Eormwadr loans, lndudlng, wlthout tlmltetlon, lhls
documont and tha Rrlet d Dodrmantd, 6nd LEid6r may d6slloy or arcfilve the p6per orlglnals. The partl€3 h6re(o (0 walw any dght lo ln6bt or
roqulrB tfiat Lender floduce paper orlglnab, (ll) sgrEo &et sucfi tmag€s shall bo aooorded the samo force and oflbct as the pap6r oriElnals, 0lllagfu that L€ndor le ontttlod to u83 6udl lmages ln llcu of dosFol^rd or srctrivod origlnals for any purposs, lncludlng es edml6ilbl6 avldencg lri
any demand, presontmenl or othgr p6osedlhg3, and (lv).fuffoJ ag(€€ that any 6x6aJt6d facshllc (faxod), scenn€4 or oth€r lrn g€d copy of trlls
doarment or ary Related Documont shad b6 doomsd 10 be or lhe sam€ force ard cfiecl rs the odglnal marually exeqrt€d documant
!flSCELI.ANEOUS PROVISIONS. Tho following mtsoellanoous pfovidons .rg a part of thb Dssd of Trust
AmGndments. Thls Oeod of Tfl,st, tog€thEr wlth any Ralahd DocrJminG, conElltutes the onfte undectahding snd egroement of th6 parllcs
a6 to th€ mattore s6t for{h ln thls Deed 6f Trust. No alteratlon of or am€ndmont 10 lhls Dood of Trust sh€ill be eff66tlv6 unless Eiwn ln
wHting and slgnod by tho party or partl6s sougtlt 10 b€ clrarged or bound by lh6 altoratlon or amendmenL
Annual Reports. lf lhe Prcp€rty b trsed for purposgq olhor thsn Granto/s r€sld€nce, Grantor shall furnlsh lo Len(br, upon rcquost. a
c€ilff€d stalement of n6t operaling lncom€ r€c€lv€d from lhe Property during Granto!'s pcvlous liscal year ln s{rch form and dotall as
Londor shall requlre. -Net operating lncomg'sfi6n moan all cash tclpts from th€ Prcperty less all cash expenditur€s mada ln connodlon
wth the oporatlon of lhe Proporty,
Captlon Hoadlngs. Captlon headlngs ln thb Oeed of Tru6t ar€ for mrwenience purposes only and ar6 not to be us6d to lntarpret or d6rin6
tha ptovislons of thls Dsed of Trust'
Merger. There shall,bo no rn€rger of the lntorest or esilate created by lhk DB€d of TruBt wlth any oth6r lfirglost or €stale tn th6 Prop6(y at
any Hme hetd by or for the b€nofit of L€nd€r ln any capacity. wlthout the wrltbn consEnt of Lender.
Oovenrlng Law. Thls Deed of Trust rl/lll be govemed lry lederal law appllcable to Lendsr and, to the g)dent not proompled by fedoral law.
lhe laws ot thc Stats of ldaho wlthout rcgard io lts connlcts of law provblons. Thls Do€d of Trust has been acceptsd by Lend.r ln the
State of ldaho
Chotce of Vsnua. lf thrre is a law6ult, GEnlor egrees upon L€nderrs roqu€st to submlt to thg jurlsdlctlon of lho oourts of Ada County,
State of ldaho.
Jolnl and $svcral Llabltlty. All obligstlons of Eorrou/sr and Granlor und€r lhls De6d of Tru6t stEll bo jofnt and sevetal, and a[ r6f6r6ocas to
Grantor shall maan eadr and ev6ry Granlor, and all rEfet€no€s to Bonower shall mgan oadr and every Bormwer, Thls meang that eadr
Grsntor slgnlng below ls responslble lor all obligadons ln $ls D€ed of Tru6t, WhEr6 any ono or mor6 of the pa(ios ls e c€rporatlon,
partnorchlp, llmtted llability company or clmllsr 6nllty, lt Is not.nocsss8ry for Londer to lngulflr lnto th6 pourorB of any of lhe ofticers,
dlrgctors, partnerg, membBrs, or othor aoants aoling or puDortlng to ect oh th6 ontitfs b6half, and any obligali$E made or cr8ated ln
rcllance upon the profGsod exorcbc of 6uch pow6B shall bo Euaranta€d uflder thls De€d of TrugL
No Walver by Lsndor, Lander shall not be doomod to havo walvod any ilght€ under thls De€d of Trust unlaes euch walver b glv6n ln wrltlng
and Eigned by Lendor. No d6lay or omlssion on |he part of (erdar ln €xerclslng any rlght ahall opBratB as a walvar of such rlght or any
olh.r rlght A wetv6r by Lend.r of r pror'lslon of this Da6d of Trust shalt not preJudlce or constltule a walver of Lender's right olhenalse tod6mandstrlctcompliancsh,llhlhatplovislonor.anyothof.prolislonof-thlsDeedofTrust. Noprlorwafu€rbyLend6r,noranycourseof
dealing b€tweon Lender and Granlor, shall cons{itqte a wslver of any of Lende/s dghts or of any of Granto/s obllgauons a6 to any ,utur€
lransactlons- Whenever the consent qf L€ndsr ls roqulr€d undsr thls D€ed of Trusl, tho granting of such conssnt by Lender ln any lnstance
Ehall not conslltute contlnulng conssn( 10 subsoqu€nt lnstsnces wh€re 6uot| consont ls rBqulred and ln all cs6os such oonsont may begnanled or wlthheld tn the solo dlsoretlon of Lond6r.
Sevarablllty, lf a court of .competent lurlsdlctlon finds_any Provlslon of thls Desd ol T.rust lg be lllogal, invalld, or unonforceabla as to any
parson or clrcumstance, lhat lindlrE shall not make lhs olfendlng provl6ion llbgal, lnvalid, or unonforceablg as to any oher porson or
clrcumslanco. lf feaslble, the offgndhg provision thall be consldered modmed so that lt becomes legal, valid 8nd enforceablo- lf th6
Loan No: 9003
DEED OF TRUST(Continued)Pag6 I
ofiendlng provielon csnnot bs so modlfbd, lt sltall be consHered deleted froro thts De€d ot Trusl' Unlets olhenrvlse requked by lar,v, {he
Ilrcgallty, lnvalldlty, or unedorceabllity of any provlslon of thls Dsed of Trust shall not afioc{ the legalty, valldlty or enforceablllty of any
other prwlsion of thls D66d of Tru6L
succ$sor! and Assigns. Subjsct to any llrllltatlons Etated ln lhls DoEd otTrust on traftsfer of OrantoPs lnterost, thls Deed of Trust shall be
blndlng upon and lnuro to ths bgnollt of the parll6s, tnelr Bucoestors and asslgns. lf ownemhlp of tha Prop€rty b6com6s vgsted ln a p€rson
othsr (\an Grantor, Lend€r, without notlce 10 Giantor, may doal with Granto/s suooossor"d wllh refetonce to thls D66d of Tru6l and (he
lndebtedn€ss by way of forb6.l2n6 or 6xl6nslon wllhout roleadng Grantor lrom lh€ obllgaoons of lhls Dead ot Trust or llablllty undor tho
tnd6btodnesg.
flme k of tha EEsenco. Tirne is of the es.sonca in lhe performance of (hl6 Deed of TrusL
Waiver of tlomec{ead Exemptlon. Grantor horsby ,eleasrs and waives oll tights and b€nonts of lhs homostead exo(npuon t6'\,rE c,f tle S{al6
of ldaho aB {o all lnd6btedness secured by this Deed ofTtust
DEF|NfTIONS. The following caprtellzGd words and terms 6h6ll have $s followlng moanings when used ln thls Deod of TrusL Urdass
Gpocllic€lly slated to tho mntrary, all r€feroncos lo dollar amounts shall moan omounts ln lawful money ol the Uolted States of Afierlca. Words
ahd termg used tn lhe shgular shall indude the plural, and lhe plural shall lnclude tha singular, as {h6 contoxt may requko. Words and tems not
othorwke dolinod ln thl8 D6€d of Trusf 6hall hav€ thg m€anlngs attdbuted lo su6h t€rms in lhe Uniform Commgdd Cod€:
Beneficlary. Ths word'Benoficlarf means ZB, N.A. dba Zons Fhat Nauonal Bank, afid lls succossors and asslgns.
Borrower- Th6 word NBorrcwsl, rnoalls Camhldg€ Telephone Compan!4 and CTC Tol6com, lnc. and indudes all c+.slgners snd emakera
slgnlng tre Nol6 d1d a[ thdr 3ucce.soG end assigns.
Deed of Trust The words 'Dead of Trust" moan thi:s D€€d of Trust among Grantor, L€nd€r, and Trusta€, and [ncludes w]thout llmtt€tlon all
asslgrment and eacrrrity intBrsst provtsloN ralating to th6 Polsonsl Pmperty dx, R6nls.
D€fautt Tho lvord "Defiiutt' m6ans U6 Dofqult s€t forth ln tble De€d of Trust ln (h€ sec{lon tltled 'Default".
Envkonmai{al llws. The wordr 'Envlronmenlal Laus' mEan any and all stat6, fadBral and local statutes, r6gullllonE rnd ordlnancds
roletlng 1o tho prol€ctlon df human healh or tho snvlronm€nL tndudtrB wlthout limltstion the ComprahensfuG Environmonlal Respons€,
Compengatbn. and Uabfltty Aat of 1980, a6 am€nded, 42 U.S.C, Sedlon 9601, €t seq. ('CERCLAT), (he Superfund Amerdments and
Roarthorlz,rtion Act of 1986, Pub. L, No. g9^499 ('SARA). lho HrTsrdous Materlals Transporlsllon Acl" 49 U.S.C. Sec0on '1801. 6t sgq.,
the Rasourc€ Consarvatioo and R6@v6ry Act, 42 U,6.C. Sec0on 6001, et 6€q., or olh6r appllcsblg Eta{€ or f€doral lews, rul6s, or
t€gulallons sdoded pur$uar( horeto.
Erront of Dgfault The lrords'Evont of Dolautt' fi.an eny of lha 6v6nt6 of default sst forlh in thb De€d of Trust h fie 6r€nG of dofautt
seouon of thls Dood of Trust
Eddho hdebt6dneis. Tho wort6'Exlsdng Indobtodness' mEafl the hd6blodness desdlb€d ln th6 Exlsdng Llans provlslon of thb Deed of
TrusL
Granlor. The wod "Gr6ntor' means Cambridge Telephone Co,, lnc,, an ldaho Corporatlonl Cambfldge Telephone Company. lnc., an ldaho
corporatiooi Cambrldga T6l6phona comp6ny, lnc.: cambridgo T6lophone company, sn ldaho co$orauon; and CTC telalcorn, lnc, an tdaho
corporatlm.
cuarrn{o/. Th6 $/6rd 'Gua|Entdf me6'l3 any guaraotror, aul€dy, or accommodslioo pE ty of any or all of ths lndEbtedness.
cuar'nty. Tho word "Guaranty' m€sns the guaranty lrorn Guarantor to Lender. induding wlthout (mltallon a guaranty of all or pail of {ha
Not6.
Harardous Subslances, Thg ribrds'Hazardols Substances' mean maieriab thal, becausG of th€lr quantity, concontratlon or ptlyslcal,
chamlcal or lnf€cfforls ciarac{eti6i{lcs, may oau8e or pose a prssent or potenthl hazerd to human heallh or tha envlronmonl rvh6n
improperty us€d. troalBd stoa€d, dlspo$6d of, gsnorat€d, manufactuGd. t'ansport€d or oth€rwise handled. Tho words *Hazardolrs
Substances" aro u66d in lhelr v6ry brced€st s6ns6 aM lnclud6 wilhout limltation any and all hazardo|E or toxlc substsnces, msterials or
oaste as dofined by or listcd under lhe Envlmnmontal Laws. Tho (otm'Hs2ardous Subs{ances'also lncludes, without limltatlon, petroleum
and pElroleum by-products or any fracllon (hor6of 6nd asbostos.
tmpncvefienls. Th6 wold nlmprovoments'means all existing and future lmprovoments, buildings. strudures. moblle homes af{ix6d on ths
Real Property, hclllties, addltlons, r6placoments and c(her construcllon on th€ R€al Prop€rty,
lndebt€dncsB. The word 'lndebtedness" flsans and hdudes wlthout &'mtlatlon all Loans, logether wlth all other obligations, debb and
llabllltl66 of Bonower lo L6ndar, or 6rry on6 or m6re o,f them, ac wEll aB B[ clalms by L€nder agalnst Borrouycr. or any oo. or mor€ of thsn;
lyhsth€. noiy or hereafter exlstlng, voluntary or itwolunlary, due or not &re, absolrrt€ or conlingont, liquldated or unllquldatsdi wtlolher
Eonowor may bs liable indMdually orJolntly wlth o(hers; whs(her Borrowor may b6 obllgatad as a gu6rantor, sur6ty, or oth€n dse; wflelher
rccovory upon Buch lndobtodngss mey bo or heroaf,€r may become ban€d by 6ny statutc of llmltatlons; and wh€ther such lndeblodngss
mry b6 or hBr6a,l6r may becomo ottrorwise unenforcoable.
Lendor. Tno word "Lendef msans 28, N.A. dba Zlons Flrst Nallonal Ba[k, lts succa$o6 and asslgm.
Hote. The wod 'Note* m6ans th6 promlssory notc dated Manh 29, 2017, tn the orlglnal prlnclpal amoun( of $1 ,0001000.00ftom Bonower to Leldor, tcg6th6r wlth sll rsnowsls of, 6xtonslon3 of, modiflcalions of, rofinanohgs of, consolldatlon8 of, and subBtltuuons
for tho promlesory not€ or agreomsnt I{OTICE TO GRANTOR THE NOTE CONTAINS A VARIABLE INTEREST RATE
P€Bonal Proper(y- The words "Personal Propery maan all ogulpmen[ ndures. 6hd othor artlcl66 o, personal prop€rty now ot h€resfter
owned by Granlor, and non or hereaf,er atlach€d or alfixod lo lho R€al Prop6n$ togeher wllh all accosslonB. parts, and sddi0on6 to, all
replac6monts of, snd all eubsll(ullons for, sny of such p,oport)4 and togeth6r wlth all procogds (lndodhg wlthout limhstlon all lnsurance
prbceede and rcfunds of premlums) from any sal€ or other dlGposllion of tho Ptop€rty.
Proporly. The word 'Proportf dean$ coll6ctiv6ly lh6 Real PropBrV and tho PerBonal Properfy,
Real Proporty. Tha words 'Iteal Propsrty' moan tho real proparly, lnloresfs and rlght6, Es fu(h6r doscrlbed ln thls Doed of Trrrst
Related Oocumeuts. The words "Related Oocumenls' mean all promlssory not6s, credi{ agr6em6nts, toan agre6m6nE, socurity
agrsern€nts, morcagos, de6ds of mJst, socurity de€ds, collatoral mortgagos, and all oth€r ins(ruments, agreomonts and documen(t,
Loan No: 9003
DEED OF TRUST
(Continued)Page 10
wtr6lh6r now or her€Efrer cxlsfng, oxoc{ied ln connscuon wlth lhe.lndebtsdne$; exc€pt thet th6 words do not mean any guaranty or
enyhonmental agr€ement, whether now or hereafier exlsting, ezoarted ln connecUon wllh ihe lndebtedoess,
Renti. Th6 word 'Rents' meana all pr€sent and Iuluro t6nt6, rav6nua3, ln@me, ls$ues, royalses, prof ts, and oth6f b6n6nts derlwd fmmtho Proporv.
Tructo6. The $rbrd 'Trust€e' m6ans washlnglon counv Tlua co., whoso addr6s6 ls 606 statc struet, w6lscr. lD 83672 and rny
aubstltute or succ€8sor huglsss.
EACH GRANTOR ACKNOWLEDCES HAVINd READ ALL THE PROVISIONS OF THIS DEED OT TRUST, AND EACH GRAHTOR AGREES TO ITS
TERMS.
GRANTO&
TELEPHOTIE INCN AN IDAfIO CORPORAIION
Tslephona C6, lnc.. an ldaho ConolEtlon
TELEFTIONE INc.. AH IDAHO CORPOR.ATION
T.lcphon Comprn& lnc., rn ldaho sorporalron
TELEPHONE rNc.
Tllephono Compary. lno.
TELEPHOT{E . aN IDAHO CORPORATION
Tslcphone Compeny. ao ldaho Corporatlon
INc.A.N CORPORATION
an ld6ho corporallon
Loan No: 9003
DEED OF TRUST(Continued)Page 11
CORPORATE AGKNOWLEDGMENT
6TATE OF Tduh o
COUNTY OF
lhls day of
an
the same.
My commhiton 6xPic6 ). *-
Resldlng at tl)z--"ts . T&
8S
a
to be
pgrson v/ho rn6 {hat such
CORPORATE
.sTATE OF
COUNTY OF
on azvor l'T7atd/t ,rn
a no{ary public ln and lor the S1at6
th6of
en
lhe
tr[r'commlsslon *pt", 9'2-2tsZZ'
-CORPOR.ATE AGKN
STATE OF IIA,,J,t o
COUNTY OT
day of
My commEston elplres
)
)s$
)
to me
fiaeldlng
State of ldaho
ss
2-
DANA LYNNE MUNDEN
t\grary ruplloiMENTstate of ldaho
DANA LYNNE MUNDEN
DANALYNNE MUNDEN
State of ldaho
ol
seldon
Loan No: 90o3
DEED OF TRUST(Contlnued)Pago 12
CORPORATE ACKNOWLEDGMENT
STATE OF Td^'h )
lss
)COI.,NTYOF
ritr
ot
execuled saln€.
My dommltslon e,qifc6 ,.
h tho
known or to m6
on
Company, an
sald corporatlon, and
day of before mo
a of
to ma on
appcared
lh6 oath of
lo me
Mycommrrstroncryrc" 2' 2' 2O ?).
CORPORATE
STATE OF td * ,hD
COUIiITY OF
On day of
a
an ot !o ma (or povod
.rrthodled slgn.r of lflc. an tdrho corpott{Iorl
on of 6ald and io mc
Re.tdlng at /J )r,'7^ ,,-rfl
State of ld6ho
before me
or psrson
lh6
6S
ln
lhat 6xocut6d
Reeldlng at
REQUEST FOR FULL RECONVEYANCE
(fo b6 us6d only whon obllgatlons hav€ be€n paid tn full)
oxecuted
To: Trugtoe
Tho underslgn€d ls tho leoat owner and holdar of dl lndebledness seanred by thls D€6d of Tnrst. All sums s€arred by thls Deod of Trust hav6
be6n fulV pild and satlslied. You ane hereby dlleoted, upon psym€nt to you of any srms o,ving 1o you under lhe tErm's of thls Deed of Tnrst or
pursuant lo any applioebl. 6tatulo, to cancol lho Not6 s6c$od by {hls Dosd of Trust (whlch b deliveft}d to you togethor wlth thls Deod of Trust),
and lo reconvs% wlthout warr8nty, to thE parlios deslgnalod by tho l6nhs of lhle De6d of Trust, lh6 estal6 now hsld by yor., uhdor thls Decd 6f
Tru6L Pl€ass mall lhe reconveyence snd R€lat€d Docum€nt8 to:
De{e:Beneflcfary:
8y:
[t3:
PR.ZS-CL
DANA LYNNE MUNDEN
DANALYNNE MUNDEN
Notary Public
State of ldaho
Exhibtt A
Parcel 1:
The southeasterly seventy feet of Lot 17, Elock 1o of Moses H. Hopper's Division ofthe City of Cambridge, ldaho,
as the same appears on the official plat thereof on file in the office ofthe County recorder of Washington County,
ldaho.
Together wlth the appurtenances thereunto belonging.
Parcel 2:
Lot Thirteen (13) of Block Ten (10) of Moses H. Hoppe/s Division of the Oty of Cambridge, ldaho, and the
Southwesterly Twelve (12) feet of Lot Fourteen (14) of BlockTen (10) of Moses H. Hopper's Division of the City of
Cambridgg Washington County, ldaho.
Together wlth all water, water rights, ditches and ditch rights appurtenant thereto and in anywise belonging.
Parcel 3:
?ortlor,L:G fS* if anit 1t, B16gk tor; olr th6:,aiad! E. tlopEEDlsltlivi of; *lhs Sftr.tif ,Gidr:ldSc:j fe&lirqfilq..:counq', tdrhD'
BOre nrxtl€rrlr:'lrrdctctllc(l ti, roll.net
,lltafl*€tLQ o! SulErior StEcet
a 40.00 *oet elE.[T tb6 certrru!:6
hcet.,&Ie{s teer c4:l!grf }*, it4
2tr * .2s;0s;.f.tl.ro :tu' uiel"Dohe gr'
*Sd* .*l.qa* lt* tl*t*treit3t
llto,
$e,.qqiu11relqt
tEa-(i.to,r:ho ,qi?ttitr ffis6t! to
E f5.00 lleet t4 th€ flaal Po*ht af
Parcel 4:
t{rd€!
rffqsflxc Tuserrhqr; th. 6ourlrFI€iBrtr 6i;1o. f,set of rtr qt b! 1!:.rtil .thi SeuteBrlArll 65.10 fc{E oE tf,}.ahoto e.lclitEa lsrlttoh or.aot li.
ParcelTl
It* llr$ l0 ltat 0l tot t& lioct u or [or.r lt. ,lo?mtr Dlrtrtm d tleclt,, of er;*-trdt r ,&l&.
Parcel 10:
Lo( 13 4l llOFk 13 o, l{oarr r' trop}irrt ,lYl..torr t4 tl! tturta 6t c.r}rtaq.,td.rbo,
0'ii, A[! rxc8t] thr roll,orlnt di.crlbrd ?!ro.l o{ hrii0iolaalaa at tla 0otth.!!f colnrr. il arli Lo: 4. rad ,3,fhiocc Bruthrr.terl, rlo0g tL. lst lln$ ma to irid Lot ,2 rn{ I}. rdisrrmr o( 1O0 {eebith.n$" tuutilqatotl! ttrltrlol to Bht {Duthe.r! ltsE o, irld tol. 72 a Clst oca!a i c..ttthan . nortlrrr.!1*t1f ptrtucl t, srid loB llna aoilmr to r,ot 21 nn[ ?l 0dtstascc o, tqq l.at, to lha xe(thr.rt3rlf 1{D} c(f .{iC fpt ?zt?h*nca Boi{htltterlY rlcfig ,ali seEtirriltrlll lot ltE 9 ie6t t6 ti. Delnt clbertmltg.,
Parcel 8:
Parcel 9:
f,crofm.. t9 *r.ou8g lr*oiirirsDlvl5fo..I "fer qg o{Cr6bfllE'.rdAi.u *6a or Od otf,drl pl( 0!atafo!.[tr in ea a!S. dib&rbryLriniti i(tt r$l*rm Clrr*f.liln
,9
tr ,:Pircol df 11h{ rluu*led rrlchln t}rc MI/4Bt{r.,/{ o! Sequion ? of '.trorn8htp 1r.$cirtt, $nge i Frrl-.' BolBe-M-erldtao, tlashlnguon Courily, Iflgho. .lr.r+Feparu{cuLar1'y d<agcr.ilred oa follo*er.
EcgultltEg AE the g6uthh'erc.comcr.of tbe lfst/4$r{1/4 of gect,ton l, tro},nFhj,t}x4-Uorth; Rlrlge 3 Heat, Boiea UerldLan;
rb6nc+ g 09o3r'01d E - 166.59 t€6t al6tog,the Eouth ltae ol sald NB1/t5xl,/{,r
Thenoe N O"clrs8t fi. piii.dllel td c,ho ve*t lthc ot.oatti $S11{EcIr,/{, a
disUance of 19?.SA fect to the TSIrE ?oI!trt'oB BEGIhIJING; trirtch i:olnt 1€ on acjr6u1!.! cuwe along che aouuhcaiEerly rigtrf-of,-way'Ilne of 'Lhi: tlnicnPaclEic la11aa66;
,thencc. rlprg ,thb' .rrzucbeepti:rgz r.lgtr!-ef:r.'.ay oi.. adLd.,.Uirlbfr Ps'cj,flc .tall"rbait ad{stsattce of E50.{{ ,ligec algn$ ttts's{a.os rri:: :,0Go..ig-f.p6t lidi-ue cur]Id iirjhc:.*{th a. cenlr*l.anEle bl ,f?el{.'0O+.,444 t loq: chofd. D,6aLl.nS't{,.5trlB,fgli! g:
557,37 leaE to q poinE on cangenE,
?.henee-!I 8?!55r3-1i g - 742.26 f,cet 8looiE tl16 douthea6terly right-of,-rray Llne
o.E arid rrllto:dr
rhclrce E 21o5?,30n E - go.!2 !c€t,
aboncc s 28'3?,{8. H - 599.61 t6et,
tbsaeo I 8ro{{trD8r $ - :,{0.0? tbGt,
lhorlco Iv 19'02136r r( - 2(?.33 {eatl
rh.ncc I83'26'10r B - ?3S.0t fee! ro Bho [-RUE pOINr OF EEeMrItng.
'&cilEiDsht3 WaBE. Bol.Bc1.1
Eeglnntng at blrc Sou?hrrest c!!:acr of the HEt/{Al(t/{ of Sectlon ?. TewishiliI{ ilorthr ir.Lr,gc' 3 tl66t, Eol'se llerldianr
TheDoe 6 g9o3?iot, E - 46{.5t !ee! atarrg hhd south l,ne of Eaidl EE1/{S1{U4,
Tll€frc. t[ 0'0I'Eg: l{, $nrtllql to tbs us{b lise of cald lilE1/asr{1/{, adiriince of 197.54 f,ce! to:t$e.f,RulJ Folllt:Op rEGlbiltitt{G; sbtch bolnb ls on a.cirrrilis,*rry$r rloriE rhe routhrattii.ly i:{ghc-of;r.+:4 tldrc ol r.!tE untonPeei.fte S4rhoad;
of,
'a
a
fhellocN 83"26110'B - 1?2.92 teo:,
tbencr g 6'33t50r E - {o.00 t€atsr
Ill*nce S 03dl6t10r ir{ - 21S.O2 f,rec ro the'rlt!r,E. BOINT oF BEOINNXMI
Parcel 11:
thcdbee6.gii
29.0b
A gilcE ot laad loaated.tn porEl,oEr of th. !IEUa881/4 o! gecflen 23,
r6firn6hlF..r+ rforl:11/ ,lango i. E$qt.., Botso lrcrliraal llaahlugton couDty, trdrhqrrnols'partlcUl{iily dEferi$d. +g toJ,Lorrcr
Egolnlglt{u lt?rr rioi'us on.tbe*lsb Lt$c of ,thc. tl81/{es1y'4,.o}1sco. 23,. T, 1.u9.,
R.i+r., b,It.. inld .pornt ,tteir€r I 00'00r53i E, 5s1:.?E if6cr' (!Am ihc l/a
comci aormron tir 8t'celqr 13 ard 24;
Ehe'nCA I 00'00.50tr B. !.03.!6 f,eot a:'anS elrB llne Cffiil:to SeetLono 23 andz{ 16,.r)gglnt}1,or. a }Jcata.lgrlrt currru rith c€Dter bejJlg I E3q31r2gn $. 60.00te€t raalal':{i3}anoe.1;
$o:guaiigenc .iuSriq, ar. irc dxstdece of
eullra wlth'caurtsdr .bcing N 3.8td9,.051 H,
tll+lc! ol,oatcrlsr.lo.rE clld rgrr€rge cur1+. en alo dti!&se of 23.55 feett
thsrtcc lr ?{+5oroo' rr t05.09 feetl
rL{lcc sloag a f50.00 (oot rqrll.ua f$tlre to t}re lctr, rD rrc dlrtansi of,12?.39 Eeet,
lhance ls' s4'EE.oo. d, 395.91 3.8t,
thchcg s, 3$"05.00. B. 326.g0 feag de n potoc oD a tsdhtrItq.at Eu:xrc r.1thcortrteir bring S L6':9t1:|i Il, 970.00 fect rad.lal Oi..gtanca, -
'at4i.o glockntee rleng tact ral{ wat.eigenu. curira' all ars distr$ce of,r8f;.r* f,eer,
tb€hoo B 62'!o'00t E, 339.rO foct uo rhr ro{nts ol Bcglnolllg.t.
me-hlffim. vtth troqr5r-sr-.rr!.qt-.r8. aho$n on-Eurney rcoordod Nonsuber ir 20oOas taaErtrut t{o. 18L!68, ofltalal EscordB,