HomeMy WebLinkAboutDEED - TMG Car Wash LLC - 22-00037 - Rexburg North - 1371 N 2nd E - PlatRECORDATION REQUESTED BY:
BANK OF IDAHO
CAPITAL. BRANCH
Microfile No. 446172
399 N CAPITAL
15 DAY Dec 2021
P.O. BOX 1487
At 12 O'Clock 08 PM
IDAHO FALLS, ID 83403
KIM H. MUIR
MADISON CO RECORDER
WHEN RECORDED MAIL TO:
Fee $45.00
BANK OF IDAHO
CAPITAL BRANCH
Deputy
Recorded of Request of
399 N CAPITAL
P.O. BOX 1487
FIRST AMERICAN TITLE - REXBURG
IDAHO FALLS, ID 83403
SEND TAX NOTICES TO:
TMG CAR WASH COMPANY, LLC
PO BOX 217
TETONIA. ID 83452 SPACE ABOVE THIS LINE IS FOR RECORDER'S USE ONLY
First American Title Company
" oZ (� Y DEED OF TRUST
THIS DEE OF TRUST` Is dated December 14, 2021, among TMG CAR WASH COMPANY, LLC, AN IDAHO
LIMITED LIABILITY COMPANY ("Grantor"); BANK OF IDAHO, whose address is CAPITAL BRANCH, 399 N
CAPITAL, P.O. BOX 1487, IDAHO FALLS, ID 83403 (referred to below sometimes as "Lender" and sometimes as
"Beneficiary"); and FIRST AMERICAN TITLE COMPANY, whose address is 535 FIRST AMERICAN CIRCLE,
REXBURG, ID 83440 (referred to below as "Trustee").
CONVEYANCE AND GRANT. For valuable consideration, Grantor does hereby irrevocably grant, bargain, sell and convey in trust, with power of
sale, to Trustee for the benefit of Lender as Beneficiary, all of Grantor's right, title, and interest in and to the following described real property,
together with all existing or subsequently erected or affixed buildings, improvements and fixtures; all easements, rights of way, and
appurtenances; all water, water rights and ditch rights (including stock in utilities with ditch or irrigation rights); and all other rights, royalties,
and profits relating to the real property, including without limitation all minerals, oil, gas, geothermal and similar matters, (the "Real
Property") located in MADISON County, State of Idaho:
See EXHIBIT 'A' ATTACHED , 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 1365 NORTH 2nd EAST PARCEL 1; 1371 NORTH 2nd
EAST PARCEL 2, REXBURG, ID 83440.
CROSS -COLLATERALIZATION. In addition to the Note, this Deed of Trust secures all obligations, debts and liabilities, plus interest thereon, of
Grantor to Lender, or any one or more of them, as well as all claims by Lender against 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 Grantor may be liable individually or
jointly with others, whether obligated as guarantor, surety, accommodation party or otherwise, and whether recovery upon such amounts may
be or hereafter may become barred by any statute of limitations or repose, and whether the obligation to repay such amounts may be or
hereafter may become otherwise unenforceable or extinguished, AND GRANTOR EXPRESSLY WAIVES ANY RIGHTS UNDER ANY APPLICABLE
STATUTE OF LIMITATIONS OR REPOSE, INCLUDING BUT NOT LIMITED TO IDAHO CODE § 45-1512, ANY BENEFITS OF WHICH ARE HEREBY
EXPRESSLY, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVED.
Grantor presently assigns to Lender (also known as Beneficiary in this Deed of Trust) all of Grantor's right, title, and interest in and to all present
and future leases of the Property and all Rents from the Property. In addition, Grantor grants to Lender a Uniform Commercial Code security
interest in the Personal Property and Rents.
THIS DEED OF TRUST, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY,
IS GIVEN TO SECURE (A) PAYMENT OF THE INDEBTEDNESS AND (B) PERFORMANCE OF ANY AND ALL OBLIGATIONS UNDER THE NOTE,
THE RELATED DOCUMENTS, AND THIS DEED OF TRUST. THIS DEED OF TRUST IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS:
PAYMENT AND PERFORMANCE. Except as otherwise provided in this Deed of Trust, Grantor shall pay to Lender all amounts secured by this
Deed of Trust as they become due, and shall strictly and in a timely manner perform all of Grantor's obligations under the Note, this Deed of
Trust, and the Related Documents.
POSSESSION AND MAINTENANCE OF THE PROPERTY. Grantor agrees that Grantor's possession and use of the Property shall be governed by
the following provisions:
Possession and Use. Until the occurrence of an Event of Default, Grantor may (1) remain in possession and control of the Property; (2)
use, operate or manage the Property; and (3) collect the Rents from the Property. The following provisions relate to the use of the
Property or to other limitations on the Property. THE REAL PROPERTY IS NOT MORE THAN EIGHTY (80) ACRES AND IS NOT
PRINCIPALLY USED FOR THE AGRICULTURAL PRODUCTION OF CROPS, LIVESTOCK, DAIRY OR AQUATIC GOODS, OR IS NOT MORE
THAN FORTY (40) ACRES REGARDLESS OF USE, OR IS LOCATED WITHIN AN INCORPORATED CITY OR VILLAGE.
Duty to Maintain. Grantor shall maintain the Property in tenantable condition and promptly perform all repairs, replacements, and
maintenance necessary to preserve its value.
Compliance With Environmental 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 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 threatened release of any Hazardous Substance on, under,
about or from the 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
Grantor 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 activity shall be conducted in compliance
with all applicable federal, state, 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 Grantor'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 for indemnity or contribution in the
event Grantor becomes liable for cleanup 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 Trust or as a consequence of any use, generation, manufacture, storage,
disposal, release or threatened release occurring prior to Grantor's ownership or interest in the Property, whether or not the same was or
should have been known to Grantor. The provisions of this section of the Deed of Trust, including the obligation to indemnify and defend,
shall survive the payment of the Indebtedness and the satisfaction 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.
Without otherwise limiting Grantor's covenants as provided herein, Grantor shall not without Lender's prior written consent, remove or
permit the removal of sand, gravel or topsoil, or engage in borrow pit operations, or use or permit the use of the Property as a land fill or
dump, or store, burn or bury or permit the storage, burning or burying of any material or product which may result in contamination of the
446172
DEED OF TRUST
Loan No: 15582740 (Continued) Page 2
Property or the groundwater or which may require the issuance of a permit by the Environmental Protection Agency or any state or local
government agency governing the issuance of hazardous or toxic waste permits, or request or permit a change in zoning or land use
classification, or cut or remove or suffer the cutting or removal of any trees or timber from the Property.
At its sole cost and expense, Grantor shall comply with and shall cause all occupants of the Property to comply with all Environmental
Laws with respect to the disposal of industrial refuse or waste, and/or the discharge, processing, manufacture, generation, treatment,
removal, transportation, storage and handling of Hazardous Substances, and pay immediately when due the cost of removal of any such
wastes or substances from, and keep the Property free of any lien imposed pursuant to such laws, rules, regulations and orders.
Grantor shall not install or permit to be installed in or on the Property, friable asbestos or any substance containing asbestos and deemed
hazardous by federal, state or local laws, rules, regulations or orders respecting such material. Grantor shall further not install or permit the
installation of any machinery, equipment or fixtures containing polychlorinated biphenyls (PCBs) on or in the Property. With respect to any
such material or materials currently present in or on the Property, Grantor shall promptly comply with all applicable Environmental Laws
regarding the safe removal thereof, at Grantor's expense.
Grantor shall indemnify and defend Lender and hold Lender harmless from and against all loss, cost, damage and expense (including,
without limitation, attorneys' fees and costs incurred in the investigation, defense and settlement of claims) that Lender may incur as a
result of or in connection with the assertion against Lender of any claim relating to the presence or removal of any Hazardous Substance, or
compliance with any Environmental Law. No notice from any governmental body has ever been served upon Grantor or, to Grantor's
knowledge after due inquiry, upon any prior owner of the Property, claiming a violation of or under any Environmental Law or concerning
the environmental state, condition or quality of the Property, or the use thereof, or requiring or calling attention to the need for any work,
repairs, construction, removal, cleanup, alterations, demolition, renovation or installation on, or in connection with, the Property in order to
comply with any Environmental Law, and upon receipt of any such notice, Grantor shall take any and all steps, and shall perform any and
all actions necessary or appropriate to comply with the same, at Grantor's expense. In the event Grantor fails to do so, Lender may declare
this Deed of Trust to be in default.
Nuisance, Waste. Grantor shall not cause, conduct or permit any nuisance nor commit, permit, or suffer any stripping of or waste on or to
the Property or any portion of the Property. Without limiting the generality of the foregoing, Grantor will 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 Improvements. Grantor shall not demolish or remove any Improvements from the Real Property without Lender's prior written
consent. As a condition to the removal of any Improvements, Lender may require Grantor to make arrangements satisfactory to Lender to
replace such Improvements with Improvements of at least equal value.
Lender's Right to Enter. Lender and Lender's agents and representatives may enter upon the Real Property at all reasonable times to attend
to Lender's interests and to inspect the Real Property for purposes of Grantor's 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 applicable to the use or occupancy of the Property, including without limitation, the Americans
With 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 opinion, Lender's interests 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.
Duty 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 SALE - 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 transfer' 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; whether by outright sale, deed, installment sale contract, land contract, contract for deed,
leasehold interest with a term greater than three (3) years, lease -option contract, 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 interest in the Real Property. If any Grantor is
a corporation, partnership or limited liability company, transfer also includes any restructuring of the legal entity (whether by merger, division or
otherwise) or any change in ownership of more than twenty-five percent (25%) of the voting stock, partnership interests or limited liability
company interests, as the case may be, of such Grantor. However, this option shall not be exercised by Lender if such exercise is prohibited by
federal law or by Idaho 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 delinquency) all taxes, special taxes, assessments, charges (including
water and sewer), fines and impositions levied against or on account of the 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 this Deed of Trust.
Right 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 jeopardized. If a lien arises or is filed as a result of nonpayment,
Grantor shall within fifteen (15) days after the lien arises or, if a lien is filed, within fifteen (15) days after Grantor has notice of the filing,
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 sufficient 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. In 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 proceedings.
Evidence of Payment. Grantor shall upon demand furnish to Lender satisfactory evidence of payment of the taxes or assessments and shall
authorize the appropriate governmental official to deliver to Lender at any time a written statement of the taxes and assessments against
the Property.
Notice of Construction. Grantor shall notify Lender at least fifteen (15) days before any work is commenced, any services are furnished, 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, services, or materials. Grantor will upon request of Lender furnish to Lender advance assurances satisfactory to Lender that Grantor
can and will pay the cost of such improvements.
PROPERTY DAMAGE INSURANCE. The following provisions relating to insuring the Property are a part of this Deed of Trust.
Maintenance of Insurance. 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 Improvements on the Real Property 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 maintain such other insurance, including but not limited to hazard, business
interruption, and boiler insurance, as Lender may reasonably require. Policies shall be written in form, amounts, coverages and basis
reasonably acceptable to Lender and issued by a company or companies reasonably acceptable to Lender. All policies shall provide that the
policies shall not be invalidated by any waiver of the right of subrogation by any insured and shall provide that the carrier shall have no right
to be subrogated 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 thirty (30)
days prior written 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 or default 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 maintain flood insurance, if available, within 45 days after notice is given by Lender that the Property is located 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 Insurance Program, or as otherwise required by Lender, and to maintain such insurance for the term of
the loan. Flood insurance may be purchased under the National Flood Insurance Program, from private insurers providing "private flood
446172
DEED OF TRUST
Loan No: 15582740 (Continued) Page 3
insurance" as defined by applicable federal flood insurance statutes and regulations, or from another flood insurance provider that is both
acceptable to Lender in its sole discretion and permitted by applicable federal flood insurance statutes and regulations.
Application of Proceeds. Grantor shall promptly notify Lender of any loss or damage to the Property. Lender may make proof of loss if
Grantor fails to do so within fifteen (15) days of the casualty. Whether or not Lenders security is impaired, Lender may, at Lender's
election, receive and retain the proceeds of any insurance and apply the proceeds to the reduction of the Indebtedness, payment of any lien
affecting the Property, or the restoration and repair of the Property. If Lender elects to apply the proceeds to restoration and repair, Grantor
shall repair or replace the damaged or destroyed Improvements in a manner satisfactory to Lender. Lender 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 Indebtedness. If Lender holds any
proceeds after payment in full of the Indebtedness, such proceeds shall be paid to Grantor as Grantor's interests may appear.
Unexpired Insurance at Sale. Any unexpired insurance shall inure to the benefit of, and pass to, the purchaser of the Property covered by
this Deed of Trust at any trustee's sale or other sale held under the provisions of this Deed of Trust, or at any foreclosure sale of such
Property.
Grantor's Report on Insurance. Upon request of Lender, however not more than once a year, Grantor shall furnish to Lender a report on
each existing policy of insurance showing: (1) the 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 satisfactory to Lender determine the cash value
replacement cost of the Property.
LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's interest in the Property or if Grantor
fails to comply with any provision of this Deed of Trust or any Related Documents, including but not limited to Grantor's failure to discharge or
pay when due any amounts Grantor is required to discharge or pay under this Deed of Trust or any Related Documents, 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 Property and paying all costs for insuring,
maintaining and preserving the Property. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate
charged under the Note from the date incurred or paid by Lender to the date of repayment by Grantor. All such expenses will become a part of
the Indebtedness and, at Lender'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 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 will be due and payable at the Note's maturity. The Deed of Trust
also will secure payment of these amounts. Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon
the occurrence of any Event of Default.
WARRANTY; DEFENSE OF TITLE. The following provisions relating to ownership of the Property are a part of this Deed of Trust
Title. Grantor warrants that: (a) Grantor holds good and marketable title of record to the Property in fee simple, free and clear of all liens
and encumbrances other than those set forth in the Real Property description or in any title insurance policy, title report, or final title opinion
issued in favor 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 Deed of Trust to Lender.
Defense of Title. Subject to the exception in the paragraph above, Grantor warrants and will forever defend the title to the Property against
the lawful claims of all persons. In the event any action or proceeding is commenced that questions Grantor'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 Grantor's use of the Property complies with all existing applicable laws,
ordinances, and regulations of governmental authorities.
Survival of Representations and Warranties. 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 continuing in nature, and shall remain in full force and effect until such
time as Grantor's Indebtedness shall be paid in full.
CONDEMNATION. The following provisions relating to condemnation proceedings are a part of this Deed of Trust
Notice of Proceedings. Grantor shall immediately notify Lender in writing should all or any part of the Property become subject to any
condemnation or expropriation proceedings or other similar proceedings, including without limitation, any condemnation, confiscation,
eminent domain, inverse condemnation or temporary requisition or taking of the mortgaged Property, or any part or parts of the Property.
Grantor further agrees to promptly take such steps as may be necessary and proper within Lender's sole judgment and at Grantor's
expense, to defend any such condemnation or expropriation proceedings and obtain the proceeds derived from such proceedings. Grantor
shall not agree to any settlement or compromise or any condemnation or expropriation claim without Lender's prior written consent.
Lender's Participation. Lender may, at Lender's sole option, elect to participate in any such condemnation or expropriation proceedings and
be represented by counsel of Lender's choice. Grantor agrees to provide Lender with such documentation as Lender may request to permit
Lender to so participate and to reimburse Lender for Lender's costs associated with Lender's participation, including Lender's reasonable
attorneys' fees.
Conduct of Proceedings. If Grantor fails to defend any such condemnation or expropriation proceedings to Lender's satisfaction, Lender
may undertake the defense of such a proceeding for and on behalf of Grantor. To this end, Grantor irrevocably appoints Lender as
Grantor's agent and attorney-in-fact, such agency being coupled with an interest, to bring, defend, adjudicate, settle, or otherwise
compromise such condemnation or expropriation claims; it being understood, however, that, unless one or more Events of Default (other
than the condemnation or expropriation of the Property) then exists under this Deed of Trust, Lender will not agree to any final settlement
or compromise of any such condemnation or expropriation claim without Grantor's prior approval, which approval shall not be unreasonably
withheld.
Application of Net Proceeds. Lender shall have the right to receive all proceeds derived or to be derived from the condemnation,
expropriation, confiscation, eminent domain, inverse condemnation, or any permanent or temporary requisition or taking of the Property, or
any part or parts of the Property ("condemnation proceeds"). In the event that Grantor should receive any such condemnation proceeds,
Grantor agrees to immediately turn over and to pay such proceeds to Lender. All condemnation proceeds, which are received by, or which
are payable to either Grantor or Lender, shall be applied, at Lender's sole option and discretion, and in such manner as Lender may
determine (after payment of all reasonable costs, expenses and attorneys' fees necessarily paid or incurred by Grantor and/or Lender), for
the purpose of: (a) replacing or restoring the condemned, expropriated, confiscated, or taken Property; or (b) reducing the then
outstanding balance of the Indebtedness, together with interest thereon, with such payments being applied in the manner provided in this
Deed of Trust. Lender's receipt of such condemnation proceeds and the application of such proceeds as provided in this Deed of Trust
shall not affect the lien of this Deed of Trust.
IMPOSITION 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:
Current Taxes, Fees and Charges. Upon request by Lender, Grantor shall execute such documents 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 without limitation all taxes, fees, documentary stamps, and other charges for recording or registering this Deed of Trust.
Taxes. The following shall constitute taxes to which this section applies: (1) a specific tax upon this type of Deed of Trust or upon all or
any part of the Indebtedness secured by this Deed of Trust; (2) a specific tax on Grantor which Grantor is authorized or required to
deduct from payments on the Indebtedness secured by this type of Deed of Trust; (3) a tax on this type of Deed of Trust chargeable
against the Lender or the holder of the Note; and (4) a specific tax on all or any portion of the Indebtedness or on payments of principal
and interest made by Grantor.
Subsequent Taxes. If any tax to which this section applies is enacted subsequent to the date of this Deed of Trust, this event shall have
the same effect as an Event of Default, and Lender may exercise any or all of its available remedies for an Event of Default as provided
446172
DEED OF TRUST
Loan No: 15582740 (Continued) Page 4
below unless Grantor either (1) pays the tax before it becomes delinquent, or (2) contests the tax as provided above in the Taxes and
Liens section and deposits with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender.
SECURITY AGREEMENT; FINANCING STATEMENTS. The following provisions relating to this Deed of Trust as a security agreement are a part
of this Deed of Trust:
Security Agreement. This 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 secured party under the Uniform Commercial Code as amended from time to time.
Security Interest. Upon request by Lender, Grantor shall take whatever action is requested by Lender to perfect and continue Lender's
security interest in the Rents and Personal Property. In addition to recording this Deed of Trust in the real property records, Lender may, at
any time and without further authorization from Grantor, file executed counterparts, copies or reproductions of this Deed of Trust as a
financing statement. Grantor shall reimburse Lender for all expenses incurred in perfecting or continuing this security interest. Upon
default, Grantor shall not remove, sever or detach the Personal Property from the Property. 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 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 mailing addresses of Grantor (debtor) and Lender (secured party) from which information 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 ASSURANCES; ATTORNEY-IN-FACT. The following provisions relating to further 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 Lender's designee, and when requested by Lender, cause to be filed, recorded, refiled, or
rerecorded, as the case may be, at such times and in such offices 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, in the sole opinion of Lender, be necessary or desirable in order to effectuate, complete, perfect,
continue, or preserve (1) Grantor's obligations 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
incurred in connection with the matters referred to in this paragraph.
Attorney -in -Fact. If Grantor fails to do any of the things referred to in the preceding paragraph, Lender may do so for and in the name of
Grantor and at Grantor's expense. For such purposes, Grantor hereby irrevocably appoints Lender as Grantor's attorney-in-fact for the
purpose of making, executing, delivering, filing, recording, and doing all other things as may be necessary or desirable, in Lender's sole
opinion, to accomplish the matters referred to in the preceding paragraph.
FULL PERFORMANCE. If Grantor pays all the Indebtedness when due, and 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 termination of any financing statement on file evidencing 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 Lenders option, shall constitute an Event of Default under this Deed of Trust:
Payment Default. Grantor fails to make any payment when due under the Indebtedness.
Other Defaults. 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 Grantor.
Compliance Default. Failure to comply with any other term, obligation, covenant or condition contained in this Deed of Trust, the Note or in
any of the Related Documents.
Default on Other Payments. Failure of Grantor within the time required by this Deed of Trust to make any payment for taxes or insurance,
or any other payment necessary to prevent filing of or to effect discharge of any lien.
Default In Favor of Third Parties. Should Grantor default 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 Grantor's property or
Grantor's ability to repay the Indebtedness or Grantor's ability to perform Grantor's obligations under this Deed of Trust or any of the
Related Documents.
False Statements. Any warranty, representation or statement made or furnished to Lender by Grantor or on Grantor's behalf, or made by
Guarantor, or any other guarantor, endorser, surety, or accommodation party, under this Deed of Trust or the Related Documents in
connection with the obtaining of the Indebtedness evidenced by the Note or any security document directly or indirectly securing repayment
of the Note is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any
time thereafter.
Defective Collateralization. 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 security interest or lien) at any time and for any reason.
Death or Insolvency. The dissolution of Grantor's (regardless of whether election to continue is made), any member withdraws from the
limited liability company, or any other termination of Grantor's existence as a going business or the death of any member, the insolvency of
Grantor, the appointment of a receiver for any part of Grantor's property, any assignment for the benefit of creditors, any type of creditor
workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Grantor.
Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help,
repossession or any other method, by any creditor of Grantor or by any governmental agency against any property securing the
Indebtedness. This includes a garnishment of any of Grantor's accounts, including deposit accounts, with Lender. However, this Event of
Default shall not apply if there is a good faith dispute by Grantor as to the validity or reasonableness of the claim which is the basis of the
creditor or forfeiture proceeding and if Grantor gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender
monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an
adequate reserve or bond for the dispute.
Execution; Attachment. Any execution or attachment is levied against the Property, and such execution or attachment is not set aside,
discharged or stayed within thirty (30) days after the same is levied.
Change in Zoning or Public Restriction. Any change in any zoning ordinance or regulation or any other public restriction is enacted, adopted
or implemented, that limits or defines the uses which may be made of the Property such that the present or intended use of the Property,
as specified in the Related Documents, would be in violation of such zoning ordinance or regulation or public restriction, as changed.
Default Under Other Lien Documents. A default occurs under any other mortgage, deed of trust or security agreement covering all or any
portion of the Property.
Judgment. Unless adequately covered by insurance in the opinion of Lender, the entry of a final judgment for the payment of money
involving more than ten thousand dollars ($10,000.00) against Grantor and the failure by Grantor to discharge the same, or cause it to be
discharged, or bonded off to Lender's satisfaction, within thirty (30) days from the date of the order, decree or process under which or
pursuant to which such judgment was entered.
Breach of Other Agreement. Any breach by Grantor under the terms of any other agreement between Grantor and Lender that is not
remedied within any grace period provided therein, including without limitation any agreement concerning any indebtedness or other
obligation of Grantor to Lender, whether existing now or later.
Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor, or any other guarantor, endorser, surety,
or accommodation party of any of the Indebtedness or any Guarantor, or any other guarantor, endorser, surety, or accommodation party
dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness.
Adverse Change. A material adverse change occurs in Grantor's financial condition, or Lender believes the prospect of payment or
performance of the Indebtedness is impaired.
446172
DEED OF TRUST
Loan No: 15582740 (Continued)
Page 5
Insecurity. Lender in good faith believes itself insecure.
Right to Cure. If any default, other than a default in payment, is curable and if Grantor has not been given a notice of a breach of the 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
Grantor demanding cure of such default: (1) cures the default within fifteen (15) days; or (2) if the cure requires more than fifteen (15)
days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient 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. If an Event of Default occurs under this Deed of Trust, at any time thereafter, Trustee or Lender may
exercise any one or more of the following rights and remedies:
Notice of Default. In 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 Indebtedness, 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 Remedies. Election by Lender to pursue any remedy shall not exclude 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 Grantor's failure to perform, shall not
affect Lender's right to declare a default and exercise its remedies.
Accelerate Indebtedness. Lender shall have the right at its option without notice to Grantor to declare the entire Indebtedness immediately
due and payable, including any prepayment penalty which Grantor 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 extent provided by
applicable law.
UCC Remedies. With respect to all or any part of the Personal Property, Lender shall have all the rights and remedies of a secured party
under the Uniform Commercial Code,
Collect Rents. Lender shall have the right, without notice to Grantor to take possession of and manage the Property and collect the Rents,
including amounts past due and unpaid, and apply the net proceeds, over and above Lender's costs, against the Indebtedness. In
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. If the Rents are collected by Lender, then Grantor irrevocably designates Lender as Grantor's attomey-in-fact to endorse
instruments received 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 for which the payments are made, whether or not any
proper grounds for the demand existed. Lender may exercise its rights under this subparagraph either in person, by agent, or through a
receiver.
Appoint 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
Property and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver may serve without
bond if permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Property
exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver.
Tenancy at Sufferance. If Grantor remains in possession of the Property after the Property is sold as provided above or Lender otherwise
becomes entitled to possession of the Property upon default of Grantor, Grantor shall become a tenant at sufferance of Lender or the
purchaser of the Property and shall, at Lender's option, either (1) pay a reasonable rental for the use of the Property, or (2) vacate the
Property immediately upon the demand of Lender.
Other Remedies. Trustee or Lender shall have any other right or remedy provided in this Deed of Trust or the Note or available at law or in
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 intended disposition of the Personal Property is to be made. Reasonable notice shall mean notice
given at least ten (10) days before the time of the sale or disposition. Any sale 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, Grantor hereby waives any and all rights to have the Property marshalled.
In 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
the property at the time and place fixed by it in the notice of sale at public auction to the highest bidder for 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 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 sale to payment of (a) all sums
expended under this Deed of Trust, not then repaid with interest thereon as provided in this Deed of Trust; (b) all Indebtedness secured
hereby; and (c) the remainder, if any, to the person or persons legally entitled thereto.
Attorneys' Fees; Expenses. If Lender institutes any suit or action to enforce any of the terms of this Deed of Trust, Lender shall be entitled
to recover such sum as the court may adjudge reasonable as attorneys' fees at trial and upon any appeal. Whether or not any court action
is involved, and to the extent not prohibited by law, all reasonable expenses Lender incurs that in 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 Indebtedness payable on demand and shall
bear interest at the Note rate from the date of the expenditure until repaid. Expenses covered by this paragraph include, without limitation,
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' fees and expenses for bankruptcy proceedings (including efforts to modify or vacate any
automatic stay or injunction), appeals, and any anticipated post -judgment collection services, the cost of searching records, obtaining title
reports (including foreclosure reports), surveyors' reports, and appraisal fees, title insurance, and fees for the Trustee, to the extent
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. In 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) join in preparing and filing a map or plat of the
Real Property, including the dedication of streets or other rights to the public; (b) join in granting any easement or creating any restriction
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 of Trust.
Obligations to Notify. Trustee shall not be obligated to notify 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 proceeding is brought by Trustee.
Trustee. Trustee shall meet all qualifications required for Trustee under applicable law. In 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 Lenders option, may from time to time appoint a successor Trustee to any Trustee appointed under this
Deed of Trust by an instrument executed and acknowledged by Lender and recorded in the office of the recorder of MADISON County,
State of Idaho. The instrument 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 its successors in interest. The successor trustee, without conveyance of the
Property, shall succeed to all the title, power, and duties conferred upon the Trustee in this Deed of Trust and by applicable law. This
procedure for 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 effective when actually delivered, when actually received by telefacsimile (unless otherwise required by
law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class,
446172
DEED OF TRUST
Loan No: 15582740 (Continued)
Page 6
certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Deed of Trust. All copies of notices of
foreclosure from the holder of any lien which has priority over this Deed of Trust shall be sent to Lender's address, as shown near the beginning
of this Deed of Trust. Any party may change its address for notices 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 current 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.
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 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. If the Property is 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 Grantor'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 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. 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 the State of Idaho without regard to its conflicts of law provisions. This Deed of Trust has been accepted by Lender in the
State of Idaho.
Choice of Venue. If there is a lawsuit, Grantor agrees upon Lender's request to submit to the jurisdiction of the courts of BONNEVILLE
County, State of Idaho.
No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Deed of Trust unless such waiver is given in writing
and signed by Lender. 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 Lender's right otherwise to
demand strict 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 Lenders rights or of any of Grantors obligations as to any future
transactions. Whenever 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 instances where such consent is required and in all cases such consent may be
granted or withheld in the sole discretion of Lender.
Severability. If a court of competent jurisdiction finds any provision of this Deed of Trust to be illegal, invalid, or unenforceable as to any
circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible,
the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so
modified, it shall be considered deleted from this Deed of Trust. Unless otherwise required by law, the illegality, invalidity, or
unenforceability of any provision of this Deed of Trust shall not affect the legality, validity or enforceability of any other provision of this
Deed of Trust.
Non -Liability of Lender. The relationship between Grantor and Lender created by this Deed of Trust is strictly a debtor and creditor
relationship and not fiduciary in nature, nor is the relationship to be construed as creating any partnership or joint venture between Lender
and Grantor. Grantor is exercising Grantor's own judgment with respect to Grantor's business. All information supplied to Lender is for
Lender's protection only and no other party is entitled to rely on such information. There is no duty for Lender to review, inspect, supervise
or inform Grantor of any matter with respect to Grantors business. Lender and Grantor intend that Lender may reasonably rely on all
information supplied by Grantor to Lender, together with all representations and warranties given by Grantor to Lender, without
investigation or confirmation by Lender and that any investigation or failure to investigate will not diminish Lender's right to so rely.
Sole Discretion of Lender. Whenever Lender's consent or approval is required under this Deed of Trust, the decision as to whether or not
to consent or approve shall be in the sole and exclusive discretion of Lender and Lenders decision shall be final and conclusive.
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. If ownership of the 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
Indebtedness by way of forbearance or extension without releasing Grantor from the obligations of this Deed of Trust or liability under the
Indebtedness.
Time is of the Essence. Time is of the essence in the performance of this Deed of Trust
Waiver of Homestead Exemption. Grantor hereby releases and waives all rights and benefits of the homestead exemption laws of the State
of Idaho as to all Indebtedness secured by this Deed of Trust.
DEFINITIONS. The following capitalized words and terms 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 the meanings attributed to such terms in the Uniform Commercial Code:
Beneficiary. The word "Beneficiary" means BANK OF IDAHO, and its successors and assigns.
Borrower. The word "Borrower" means TMG CAR WASH COMPANY, LLC and includes all co-signers and co -makers signing the Note and
all their successors and assigns.
Deed of Trust. The words "Deed of Trust" mean this Deed of Trust among Grantor, Lender, and Trustee, and includes without limitation all
assignment and security interest provisions relating to the Personal Property and Rents.
Environmental Laws. The words "Environmental Laws" mean any and all state, federal and local statutes, regulations and ordinances
relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, at seq. ("CERCLA"), the Superfund Amendments and
Reauthorization Act of 1986, Pub. L. No. 99-499 ("SARA"), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, at seq.,
the Resource Conservation 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 individually, collectively, and interchangeably any of the events of default set forth in
this Deed of Trust in the events of default section of this Deed of Trust.
Grantor. The word "Grantor" means TMG CAR WASH COMPANY, LLC.
Guarantor. The word "Guarantor" means any guarantor, surety, or accommodation party of any or all of the Indebtedness, and, in each
case, the successors, assigns, heirs, personal representatives, executors and administrators of any guarantor, surety, or accommodation
party.
Guaranty. The word "Guaranty" means the guaranty from Guarantor, or any other guarantor, endorser, surety, or accommodation party to
Lender, including without limitation a guaranty of all or part of the Note.
Hazardous Substances. The words "Hazardous Substances" mean materials 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, 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 limitation, petroleum
and petroleum by-products or any fraction thereof and asbestos.
Improvements. The word "Improvements" 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.
446172
DEED OF TRUST
Loan No: 15582740 (Continued)
Page 7
Indebtedness. The word "Indebtedness" means all principal, interest, and other amounts, costs and expenses payable under the Note or
Related Documents, together with all renewals of, extensions of, modifications of, consolidations of and substitutions for the Note or
Related Documents and any amounts expended or advanced by Lender to discharge Grantor's obligations or expenses incurred by Trustee
or Lender to enforce Grantor's obligations under this Deed of Trust, together with interest on such amounts as provided in this Deed of
Trust. Specifically, without limitation, Indebtedness includes all amounts that may be indirectly secured by the Cross -Collateralization
provision of this Deed of Trust.
Lender. The word "Lender" means BANK OF IDAHO, its successors and assigns.
Note. The word "Note" means the promissory note dated December 14, 2021, In the original principal amount of
$2,900,000.00 from Grantor to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations
of, and substitutions for the promissory note or agreement. NOTICE TO GRANTOR: THE NOTE CONTAINS A VARIABLE INTEREST RATE.
Personal Property. The words "Personal Property" mean all equipment, fixtures, and other articles of personal property now or hereafter
owned by Grantor, and now or hereafter attached or affixed to the Real Property; together with all accessions, parts, and additions to, all
replacements of, and all substitutions for, any of such property; and together with all proceeds (including without limitation all insurance
proceeds and refunds of premiums) from any sale or other disposition of the Property.
Property. The word "Property" means collectively the Real Property and the Personal Property.
Real Property. 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 instruments, agreements and documents,
whether now or hereafter existing, executed in connection with the Indebtedness; except that the words do not mean any guaranty or
environmental agreement, whether now or hereafter existing, executed in connection with the Indebtedness.
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 FIRST AMERICAN TITLE COMPANY, whose address is 535 FIRST AMERICAN CIRCLE, REXBURG, ID
83440 and any substitute or successor trustees.
GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS DEED OF TRUST, AND GRANTOR AGREES TO ITS TERMS.
GRANTOR:
TMG CAR WASI COMPANY, LLC
By: By: - ✓cif!
KYLE B BE N, Mem er of MG R WASH M#RK EVAN BE
COMPANY, LLC ASH COMPANY,
By:_���
T99kVIS L BEJNSON, Member of TMG CAR WASH
GIOMPANY,
TETON GROUP LLC, Member of TMG CAR WASH COMPANY, LLC
B By:
of TETON MANAGEMENT LAWRENCE W POWELL JR, Member of TETON
GROUP LLC MANAGEMENT GROUP LLC
TETON D R P, LLC, Member of TETON MANAGEMENT GROUP LLC
er of TETON DEVELOPMENT
GROUP, LLC
PFI 2014, LLC, Member of TETON MANAGEMENT GROUP LLC
By:
LAWRENCE W POWELL JR, Member of PFI 2014,
LLC
446172
WED OF TRUST
Low Not 98M740 tCgf Mused) Fags?
Indebl Masa. TAe word %WebWJWW Man eR prMwpal. Inletaet Mild 94W *WWft 0*4 and UVaaa�t a 040 Rq "010 W
kalWd boaeNs,toowVM maahes V al rae,ewwb of, esaleneme. af, ma at~ odlk$116 Woditliw* of sartl mft for Uro Boss or
lieleaed ba"mwim and any amcw r 40w" or somwed by Larder w Oubarp (kaniWa oftatlorn or apes acwW bl 7i isiss
Ur Ladder to w Mce drstMoa'o ~WM W9W ihlt ONd of TMC WPOW Willi y*WW on waA amwdlb as O W44W In 00 OW of
Tnit1. Spedtaep, wldwA 1MINACM tndshfsadw" kowdoa bl ormusfa that OW be kadrm* waaWd by"
prod Im of We Depd of Tw.
L*NW, Tha W014 ` 04*e masa RANK CP IDAND, its Vuede"M NO n4ft.
Thee�o+d 'Note°' Rreem IW M lF .nok ddbd Dettanbst. 14 1. In ft fwr�bml pfilt*sI amwtm of
of,
s&WW W YAna o pe ao�nota epsomprL a1j "TO mauMdo at 404 OONTAIN A W400L1l Iwl�lilalT RAIL
tr+aasn111,14 pW* 7ha wants "PM Wodtrrot>sN n all aq *MAnL thG vm am QWBV arouses of personal Popov now or tweafMc
ra
owd sty tfnnaar, WW Now at hogatet aMaet�d ar dbod to Mao Reel Fropmgn W9011 r aNh all aooseWWON ONk and 04000 kh aA
moko naris 4 aW eB aft"Ong fel, Wq W ems+ sa
= d wMh *1 pwaedw wlYtaR tYatlrl M @11 f unwat
pao7aeeda stw r�akaads of paromkrmaj IFea any asla m OMau' dlNtdnn �Pkaporb+. aa Mft
Pfw>faa►W. The woad Vrowr ly' massa ooft** On Reel ft)po* WWI* r ~si prag",
tlsel prerwor. VW words 'ilaat Psap W mam the war pmpwb, imossah and tiplrb►, as Awftr dewited In We floed of TruW,
00106" paeaaaaaab. The %0* Te"d Doowmsde' awrn sd prardssorp nowat ama almoner". loan aprasrawft tr LW4
tMoltReReo..dkoda of kUOL AwAW deadr, CON6MI and of d1W lm*wnopta, agmaminis and damuna ta,
sMar now. or harsaftar A *av, ee oAsd In wwwAn n with the�nwss; aa0 A that Rw wards da slot Man any Psew% y or
«wlraamaMM 60104 11140% aAalher nsrw a heiaal4r eadtANR, aasarlW In eeait�aoRon wWi lfao hYdabbadsees
pante: Tho iVat" •Rkvw Mow Alt present end kdwre rynb, wpoN) , kww t ]taow. WAVIK WoNIN, and adw barw tY dsrirad Yale
9w Property',
Tnis" Do **rd `lnn*e masa tai" A WAICAN 71RE dOMPANY, whoa address k 06 F1w67 AMERW CM2. FR:=Ra, b
68440 and Any auba+luts or WJQM or bnlsNdlL
GRNM* AMMM0RS HAVING WAA4o ALL TM PROW101" of 'i4M8 QW OF WWp AND oRWTWI AGWR TO fib: iMO,
tIRAt�'tipPi:
TMIO W* VASH COMPANY, U.0
�a
C4NPARY, "
6yn
I
WA6M COWAINY, LLC
0
qpg~. Lill
r
r
7$'fQfl MAauf6PJkEMT AllotlP LLiC„ fllea4a drT:Ri CAR. Wl►ew COCIpAttY,1,.�i'
Ryw DYa
W Of 'iWH
GROW LLQ M11EAAt�MAfi Oa tl4
TOOM DwpopMlAw WW' LLC% a m*w of TETON IAANlIVOlmem OMP U4
446172
Loan No: 15582740
DEED OF TRUST
(Continued)
LIMITED LIABILITY COMPANY ACKNOWLEDGMENT
STATE OF1. 11 )
A G� SA/L
COUNTY OF ) SS)
Page 8
This record was acknowledged before me on l �__ ! 2011 ( by KYLE B BENSON, Member of TMG CAR
WASH COMPANY, LLC, an Idaho Limited Liability Company; MARK EVAN BENSON, Member of TMG CAR WASH COMPANY, LLC, an Idaho
Limited Liability Company; TRAVIS L BENSON, Member of TMG CAR WASH COMPANY, LLC, an Idaho Limited Liability Company; KURT
HARMAN, Member of TETON MANAGEMENT GROUP LLC, Member of TMG CAR WASH COMPANY, LLC, an Idaho Limited Liability Company-
!!f
ty e. pe-,4'URT HARMAN, Member of TETON DEVELOPMENT GROUP, LLC, Member of TETON MANAGEMENT GROUP LLC, Member
of TMG CAR WASH COMPANY, LLC, an Idaho Limited Liability Company; S
and TMG CAR
WASH COMPANY, LLC, an Idaho Limited Liability Company, is the maker of the foregoing record.
SOM ST1FJ1M '
COMMSSION NUMM 401M Notary Public in and for the State of
NOTAL PUBW My commission expires M � --50A
State of Idaho
My Comm�sion Expires 04/14/2024
REQUEST FOR FULL RECONVEYANCE
(To be used only when obligations have been paid in full)
To: , Trustee
The undersigned is the legal owner and holder of all Indebtedness secured by this Deed of Trust. All 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 Deed of Trust or
pursuant to any applicable statute, to cancel the Note secured by this Deed of Trust (which is delivered to you together with this Deed of Trust),
and to reconvey, without warranty, to the parties designated by the terms of this Deed of Trust, the estate now held by you under this Deed of
Trust. Please mail the reconveyance and Related Documents to:
Date:
Beneficiary:
By:
Its:
LaserPro. Ver. 21.4.0.034 Copr. Finastra USA Corporation 1997, 2021. All Rights Reserved. - ID C:\HARLAND\CFI\LPL\G01.FC TR -8544
PR -3
446172
DEED OF TRUST
L"n ria: tiaN74o
$YAMC 'TV`�5 l
fcw i
,res
COURTNEYOUMBE
my Nawy w# o2o"Zo
$ "Jwy u, 20
w sna ner,bs t►Iste d
REQUW FM FULL RECONVAYANCE
{To pe ease ons whin ob l4mi ns stave been psld M tui
Thm"
Ths le'the fisgel ovmir eMa hetaer or e� Inde4kdnsss seoaad by Ib1a Dasa a< TsuN. N some aac�xea by ehk teed or T� I�r+D
been � vs and eealel Yau �e INM�tnr �mt9admon vrpmeM io 1'� d �Y �s avY� Ua 1`au +ndst the bn�n a tlhla baba of Trust or
}>trwsnt 4e► enly � s19hiCe. Ib oe.roei Rui tial aecura!a dye ihlsOssa of "11vµ ( y dalverad b 1�u t�+lhar ytilh Res Ikwd of Tiwh,
end t0 raaawey, vanaruV. b tl+s parM,s deelipameq by Aw 111Mte of M>♦eF Qeed of 7tust the swear ttspv held by liana uiodee 111uc t?eea DI
11uM. Pieetge t1reY the nraarw+�nsnas sra Fteteesd G9nursetita te;
n.te� ewnatdey:
ga"
Its:
Vara ,� A . i+enes9ra t?erporeuoe.ivu�. �2e, hlo YgOtFC
FR�9
446172
EXHIBIT A
LEGAL DESCRIPTION: Real property in the County of Madison, State of Idaho, described as
follows:
Parcel 1:
Beginning at a point on the Section Line, South 0011'11" West, 250.00 feet from the Northeast
corner of Section 18, Township 6 North, Range 40 East, Boise Meridian, Madison County, Idaho,
and running thence along the Section line, South 0011'11" West, 116.00 feet; thence South
89138'41" West, 400.00 feet; thence North 0011'11" East, 116.00 feet; thence North 89038'41"
East, 400.00 feet to the point of beginning.
Excepting Therefrom:
Beginning at the Northeast Corner of Section 18, Township 6 North, Range 40 East, Boise
Meridian, Madison County, Idaho; and running thence South 0011'11" West, 250.00 feet; thence
South 8903841" West a distance of 25 feet to the point of beginning; thence South 0011'11" West
a distance of 116.00 feet; thence South 8903841" West a distance of 10 feet; thence North
0011'11" East a distance of 116.00 feet thence North 89038'41" East a distance of 10 feet to the
point of beginning.
Parcel 2:
A Parcel of land located in the Northeast Quarter of the Northeast Quarter (NEIANEIA) of Section
18, Township 6 North, Range 40 East, Boise Meridian, Madison County, Idaho, more particularly
described as follows:
Beginning at a point that is S8903841" W. 25.00 Feet along the Section Line from the Northeast
Corner of Section 18; Running Thence S00011'11" W. 25.00 Feet; Thence S8903841" W. 20.00
Feet; Thence S00011'11" W. 29.00 Feet; Thence N8903841" E. 10.00 Feet; Thence S00011'11" W
196.00 Feet; Thence S8903841" W. 365.00 Feet; Thence N00011'11" E 250.00 feet to a Point on
the North Line of said Section, Thence along said Section Line N89038'41" E. 375.00 feet to The
Point of Beginning.
446172