MORTGAGE DEED AND SECURITY AGREEMENT

(Colorado)

[// GUIDANCE: This template is drafted for use in Colorado real-estate-secured transactions where the lender requires a traditional mortgage rather than a deed of trust. Colorado practitioners customarily employ deeds of trust with the Public Trustee; however, a mortgage is still valid and enforceable when properly drafted, delivered, and recorded. Confirm with local counsel that a mortgage is preferable for the contemplated transaction.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Granting Clause & Operative Provisions
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution & Acknowledgment

1. DOCUMENT HEADER

1.1 Title; Parties Identification
• “This Mortgage Deed and Security Agreement” (this “Mortgage”) is made as of [EFFECTIVE DATE] (the “Effective Date”) by and between:
 a. [BORROWER LEGAL NAME], a [STATE OF FORMATION] [ENTITY TYPE] with its principal place of business at [ADDRESS] (“Borrower”); and
 b. [LENDER LEGAL NAME], a [STATE OF FORMATION] [BANK/CORPORATION] with its principal place of business at [ADDRESS] (“Lender”).

1.2 Recitals
A. Borrower is indebted to Lender pursuant to that certain Promissory Note dated of even date herewith (as amended, restated, extended, or renewed from time to time, the “Note”) in the principal amount of up to [MAXIMUM PRINCIPAL AMOUNT] (the “Indebtedness”).
B. Borrower desires to secure the prompt payment and performance of the Indebtedness and all other Obligations (as defined herein) by granting to Lender a mortgage lien upon the Property (as defined herein).
C. Lender is willing to extend credit to Borrower upon the condition, inter alia, that Borrower execute and deliver this Mortgage.

1.3 Consideration
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

2. DEFINITIONS

For purposes of this Mortgage, capitalized terms have the meanings assigned below. Defined terms include all grammatical variations of the defined term.

“Affiliate” – any Person that directly or indirectly controls, is controlled by, or is under common control with Borrower.
“Collateral” – collectively, the Property, the Rents, the Personal Property, the Proceeds, and all other rights, titles, and interests granted to Lender under this Mortgage.
“Deficiency Amount” – the unpaid portion of the Indebtedness, if any, remaining after application of the Net Foreclosure Proceeds.
“Event of Default” – any event described in Section 6.1.
“Governmental Authority” – the United States, the State of Colorado, any county or municipality, or any agency or instrumentality thereof having jurisdiction over Borrower, Lender, or the Property.
“Obligations” – (i) the Indebtedness, (ii) all obligations under the Loan Documents, and (iii) all costs, fees, and expenses incurred by Lender to enforce this Mortgage.
“Person” – any natural person, corporation, partnership, limited liability company, trust, unincorporated organization, or Governmental Authority.
“Property” – the real property described in Exhibit A attached hereto, together with all Improvements, appurtenances, easements, mineral rights, water rights, and hereditaments thereon or thereunder.
“Rents” – all present and future rents, issues, profits, accounts, and other income derived from the Property.

[// GUIDANCE: Add additional defined terms as needed for the transaction. Cross-check each term for consistent usage throughout.]

3. GRANTING CLAUSE & OPERATIVE PROVISIONS

3.1 Grant of Mortgage
To secure the Obligations, Borrower hereby MORTGAGES, GRANTS, BARGAINS, SELLS, ASSIGNS, and CONVEYS to Lender, with power of sale to the extent permitted by applicable Colorado law, all of Borrower’s right, title, and interest in and to the Collateral.

3.2 Fixture Filing
This Mortgage constitutes a financing statement filed as a fixture filing under Article 9 of the Uniform Commercial Code as adopted in Colorado, covering any fixtures now or hereafter attached to the Property.

3.3 Future Advances
This Mortgage secures not only the initial Indebtedness but also any and all future advances made by Lender to or for the benefit of Borrower, whether optional or mandatory, to the maximum principal amount stated in Section 1.2 and regardless of whether such advances are made before or after any Event of Default or foreclosure sale.

4. REPRESENTATIONS & WARRANTIES

Borrower represents and warrants to Lender that, as of the Effective Date and continuing until all Obligations are paid in full:

4.1 Existence & Authority
Borrower is duly organized, validly existing, and in good standing under the laws of its state of organization and is qualified to transact business in Colorado.

4.2 Title to Property
Borrower holds fee simple title to the Property, free of all liens and encumbrances except those permitted by Lender in writing.

4.3 Due Authorization
Execution, delivery, and performance of this Mortgage and the other Loan Documents have been duly authorized by all requisite action and do not violate Borrower’s organizational documents or any applicable law.

4.4 Environmental Compliance
Borrower has received no notice of, and has no knowledge of, any violation of environmental laws relating to the Property.

4.5 Accuracy of Information
All information provided by Borrower to Lender in connection with the loan is true, correct, and complete in all material respects.

4.6 Survival
All representations and warranties shall survive the execution and delivery of this Mortgage and any foreclosure hereof.

5. COVENANTS & RESTRICTIONS

5.1 Payment & Performance
Borrower shall pay the Indebtedness when due and shall perform all Obligations in strict accordance with the Loan Documents.

5.2 Taxes & Assessments
Borrower shall pay, before delinquency, all taxes, assessments, and governmental charges levied against the Property or the Collateral.

5.3 Insurance
Borrower shall keep the Property insured against loss or damage by fire and other hazards reasonably required by Lender, with Lender named as mortgagee and loss payee.

5.4 Maintenance
Borrower shall maintain the Property in good condition and repair, free of waste, and in compliance with all applicable laws and covenants.

5.5 Transfer Restrictions
Borrower shall not sell, convey, lease (except bona fide arms-length leases), or otherwise transfer any interest in the Property without Lender’s prior written consent.

5.6 Books & Records; Inspection
Borrower shall keep accurate books and records relating to the Property and will permit Lender to inspect the Property and such records on reasonable notice.

5.7 Notices
Borrower shall promptly notify Lender of (i) any Event of Default, (ii) any condemnation or casualty affecting the Property, or (iii) any material litigation or governmental proceeding relating to Borrower or the Property.

5.8 Right of Redemption
Borrower acknowledges that Colorado law affords certain statutory rights of redemption following foreclosure. Nothing herein shall be deemed a waiver of any non-waivable right of redemption.

6. DEFAULT & REMEDIES

6.1 Events of Default
Each of the following constitutes an Event of Default:
a. Failure to pay any amount due under the Note or other Obligations within [10] days after the due date;
b. Breach of any covenant, representation, or warranty contained in this Mortgage or any Loan Document, which breach is not cured within [30] days after written notice;
c. Insolvency, bankruptcy, or appointment of a receiver for Borrower or any substantial portion of its assets;
d. Levy, attachment, or seizure of the Property or any material part thereof;
e. Default under any other lien or encumbrance affecting the Property.

6.2 Notice & Cure
Except for payment defaults and emergencies requiring immediate action, Lender shall give Borrower written notice of default and a [30]-day opportunity to cure before exercising remedies.

6.3 Remedies
Upon an Event of Default and expiration of any applicable cure period, Lender may, at its option and without further demand:
i. Accelerate and declare the unpaid Indebtedness immediately due and payable;
ii. Commence judicial foreclosure in any court of competent jurisdiction in Colorado;
iii. Exercise any power of sale or non-judicial foreclosure remedy available under Colorado law;
iv. Apply for the appointment of a receiver;
v. Enter and take possession of the Property and collect Rents;
vi. Pursue a Deficiency Judgment to the extent permitted by Colorado law;
vii. Exercise all rights and remedies of a secured party under the Uniform Commercial Code; and
viii. Exercise any other remedy available at law or in equity.

6.4 Foreclosure Procedures & Statutory Compliance
Any foreclosure shall be conducted in strict conformity with Colorado statutes then in effect, including notice, publication, bidding, sale, confirmation, and redemption procedures. Lender may bid the amount of the Indebtedness as credit bidder.

6.5 Application of Proceeds
Net Foreclosure Proceeds shall be applied (i) first, to costs of sale and enforcement (including reasonable attorneys’ fees), (ii) second, to accrued interest, (iii) third, to principal, and (iv) fourth, to any other Obligations, with any surplus paid as required by law.

7. RISK ALLOCATION

7.1 Indemnification by Borrower
Borrower shall indemnify, defend, and hold harmless Lender and its Affiliates from and against all claims, liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) arising from or relating to (a) the Property, (b) Borrower’s breach of any Loan Document, or (c) any environmental condition on or about the Property, except to the extent caused by the gross negligence or willful misconduct of Lender.

7.2 Limitation of Liability
THE LIABILITY OF LENDER TO BORROWER AND ANY THIRD PARTY, IF ANY, ARISING OUT OF OR RELATING TO THE LOAN DOCUMENTS SHALL IN NO EVENT EXCEED THE THEN-OUTSTANDING SECURED DEBT AMOUNT. UNDER NO CIRCUMSTANCES SHALL LENDER BE LIABLE FOR CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES.

7.3 Insurance Requirements
Borrower shall maintain commercial general liability, casualty, and, if applicable, flood insurance in such amounts and with such insurers as Lender may reasonably require.

7.4 Force Majeure
No failure or delay by Borrower in the performance of its obligations (other than monetary obligations) shall be deemed an Event of Default if caused by events beyond Borrower’s reasonable control and not reasonably foreseeable, provided Borrower gives prompt notice and diligently pursues performance once the force majeure event ceases.

8. DISPUTE RESOLUTION

8.1 Governing Law
This Mortgage and the Obligations shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to conflict-of-laws rules.

8.2 Forum Selection
Each party irrevocably submits to the exclusive jurisdiction of the state courts located in [COUNTY] County, Colorado, for any action arising out of or relating to the Loan Documents.

8.3 Arbitration Excluded
The parties expressly agree that no claim or controversy under the Loan Documents shall be submitted to arbitration.

8.4 Jury Waiver
[OPTIONAL — INSERT IF DESIRED AND PERMISSIBLE UNDER COLORADO LAW: EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY.]

8.5 Injunctive Relief
Nothing herein shall impair Lender’s right to seek provisional, equitable, or injunctive relief, including but not limited to appointment of a receiver or issuance of a temporary restraining order or injunction.

9. GENERAL PROVISIONS

9.1 Amendments & Waivers
No amendment or waiver of any provision of this Mortgage shall be effective unless in writing signed by Borrower and Lender. A waiver on one occasion shall not be deemed a waiver on any other occasion.

9.2 Assignment
Lender may assign or participate its interest in the Loan Documents without Borrower’s consent. Borrower may not assign any right or delegate any duty under the Loan Documents without Lender’s prior written consent.

9.3 Successors & Assigns
All covenants and agreements herein bind and benefit the respective successors and permitted assigns of the parties.

9.4 Severability
If any provision of this Mortgage is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be reformed to the minimum extent necessary to achieve its intended purpose.

9.5 Integration
The Loan Documents contain the entire agreement of the parties concerning the subject matter and supersede all prior or contemporaneous oral or written agreements.

9.6 Counterparts; Electronic Signature
This Mortgage may be executed in counterparts, each of which shall be deemed an original, and all of which together constitute one instrument. Signatures transmitted by facsimile or other electronic means shall be deemed original signatures for all purposes.

10. EXECUTION & ACKNOWLEDGMENT

IN WITNESS WHEREOF, Borrower has executed and delivered this Mortgage as of the Effective Date first above written.

[SPACE FOR SIGNATURE BLOCKS]

Borrower:
[_____]
By: ____
Name: _____
Title: ________

Lender:
[_____]
By: ____
Name: _____
Title: ________

NOTARY ACKNOWLEDGMENT – BORROWER

State of Colorado )
County of [__] )

The foregoing instrument was acknowledged before me this ___ day of _, 20_, by ____, as _________ of [BORROWER LEGAL NAME], on behalf of said entity.

Witness my hand and official seal.

Notary Public
My commission expires: _______

EXHIBIT A – LEGAL DESCRIPTION OF PROPERTY

[// GUIDANCE: Insert full metes-and-bounds or recorded lot/block legal description. Attach survey if available.]

[// GUIDANCE: After execution, record this Mortgage in the real property records of the county where the Property is located. Verify recording taxes/fees and any documentary fee exemptions. Consider filing a UCC financing statement for any significant personal property collateral.]