MORTGAGE (ACT OF MORTGAGE) AND SECURITY AGREEMENT

(state-specific template – Louisiana)

[// GUIDANCE: This template is drafted for immovable (real property) collateral located in Louisiana. It assumes the indebtedness is evidenced by a separate promissory note. Customize all bracketed items, attach applicable exhibits, and obtain local counsel review prior to execution and recordation.]

TABLE OF CONTENTS

1. Document Header ................................................................................................... 2
2. Definitions ............................................................................................................... 4
3. Operative Provisions (Grant of Mortgage) ...................................................... 7
4. Representations & Warranties ......................................................................... 8
5. Covenants & Restrictions ................................................................................. 9
6. Default & Remedies ........................................................................................ 12
7. Risk Allocation .................................................................................................. 15
8. Dispute Resolution .......................................................................................... 17
9. General Provisions .......................................................................................... 18
10. Execution Block .............................................................................................. 21

1. DOCUMENT HEADER

1.1 Title and Parties

THIS ACT OF MORTGAGE AND SECURITY AGREEMENT (this “Mortgage”) is made as of [EFFECTIVE DATE] (the “Effective Date”) by and between:

(a) [BORROWER LEGAL NAME], a [STATE] [ENTITY TYPE OR “individual of full age of majority”], domiciled in [PARISH/COUNTY, STATE], with a mailing address of [ADDRESS] (“Borrower” or “Mortgagor”); and

(b) [LENDER LEGAL NAME], a [STATE] [BANK / LENDER TYPE] with its principal place of business at [ADDRESS] (“Lender” or “Mortgagee”).

1.2 Recitals

A. Borrower executed that certain Promissory Note dated as of even date herewith in the original principal amount of $[NOTE AMOUNT] (as amended, restated, renewed, or replaced, the “Note”), payable to the order of Lender.

B. Borrower desires to secure the punctual payment and performance of the Secured Obligations (as defined below) by granting to Lender a mortgage over the Property (as defined below) together with related collateral.

C. This Mortgage is granted pursuant to Louisiana Civil Code arts. 3278 et seq. and La. Code Civ. Proc. arts. 2631 et seq. governing executory process foreclosures.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein, the parties agree as follows:

2. DEFINITIONS

For purposes of this Mortgage, the following capitalized terms have the meanings set out below. Any term not defined herein but defined in the UCC (as defined herein) or the Note has the meaning assigned in such instrument or statute. Defined terms appear alphabetically.

“Affiliate” means, with respect to any Person, another Person that directly or indirectly controls, is controlled by, or is under common control with such Person.

“Business Day” means any day other than Saturday, Sunday, or a day on which commercial banks in [NEW ORLEANS / STATE] are authorized or required by law to close.

“Collateral” means, collectively, the Property, the Fixtures, the Leases, the Rents, the Personal Property, and all other rights and interests described in Section 3.1.

“Default Rate” has the meaning assigned in the Note.

“Event of Default” has the meaning set forth in Section 6.1.

“Fixtures” means all goods that become so related to the Property that an interest in them arises under real property law, whether now owned or hereafter acquired.

“Force Majeure Event” has the meaning provided in Section 7.4.

“Indemnified Party” and “Indemnified Claims” have the meanings provided in Section 7.1.

“Leases” means all present and future leases, subleases, licenses, concessions, or other agreements (written or oral) affecting the use, enjoyment, or occupancy of any portion of the Property, together with all guaranties, extensions, renewals, modifications, or replacements thereof.

“Mortgage” means this Act of Mortgage and Security Agreement, as it may be amended, restated, supplemented, or otherwise modified from time to time.

“Note” has the meaning given in the Recitals.

“Obligations” or “Secured Obligations” means (a) all indebtedness evidenced by the Note, (b) all other obligations of Borrower to Lender now or hereafter existing under any Loan Document, and (c) all renewals, extensions, refinancings, and modifications thereof.

“Parish” means the Parish of [_], State of Louisiana, where the Property is located.

“Personal Property” means all equipment, inventory, accounts, general intangibles, and all other personal property of Borrower located on or used in connection with the Property, whether or not attached to the land, to the fullest extent such items may be encumbered under Louisiana law.

“Property” means the immovable property more particularly described in Exhibit A hereto, together with all servitudes, hereditaments, appurtenances, and improvements now or hereafter situated thereon.

“Rents” means all rents, income, revenues, issues, and profits of the Property, including all security deposits.

“UCC” means the Louisiana Commercial Laws (La. Rev. Stat. § 10:1-101 et seq.), Louisiana’s adoption of the Uniform Commercial Code.

[// GUIDANCE: Add additional defined terms as needed to match transaction specifics; ensure consistency of capitalization throughout.]

3. OPERATIVE PROVISIONS

3.1 Grant of Mortgage and Security Interest

For the purpose of securing the full and punctual payment and performance of the Secured Obligations, Borrower by these presents does hereby:

(a) MORTGAGE, HYPOTHECATE, PLEDGE, ASSIGN, TRANSFER, and DELIVER with full warranty of title unto Lender, its successors and assigns, the Property, subject to no superior mortgages or privileges except those listed in Exhibit B;

(b) GRANT a security interest to Lender in the Collateral, to the extent governed by the UCC; and

(c) TRANSFER and ASSIGN unto Lender the Rents and Leases as additional collateral, together with the absolute right (subject to Section 5.5) to collect and apply same.

[// GUIDANCE: Louisiana practice often includes “pact de non alienando” language prohibiting transfer without lender consent; see Section 5.4.]

3.2 Obligations Secured

This Mortgage secures the Secured Obligations, including future advances up to but not exceeding the maximum principal sum of $[SECURED DEBT AMOUNT] together with interest, fees, costs, and expenses, whether such indebtedness is presently existing or hereafter incurred.

3.3 Ranking & Inscription

Upon recordation in the mortgage records of the Parish, this Mortgage shall enjoy the ranking afforded by Louisiana law as of the date and time of its inscription.

4. REPRESENTATIONS & WARRANTIES

Borrower represents and warrants to Lender on the Effective Date and continuously thereafter:

4.1 Organization & Authority
(a) If Borrower is an entity, it is duly organized, validly existing, and in good standing under the laws of its jurisdiction;
(b) Borrower has full power and authority to execute and deliver this Mortgage and to perform its obligations hereunder.

4.2 Title
Borrower is the owner of full and unencumbered fee simple title to the Property (or such lesser estate as set forth in Exhibit A), subject only to Permitted Encumbrances.

4.3 Enforceability
This Mortgage constitutes the legal, valid, and binding obligation of Borrower, enforceable against Borrower in accordance with its terms.

4.4 Compliance with Laws
The Property and its current use comply in all material respects with applicable zoning, environmental, and building laws.

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

4.6 Survival
All representations and warranties shall survive recordation and shall be deemed remade as of each advance under the Note.

5. COVENANTS & RESTRICTIONS

Borrower covenants and agrees that until all Secured Obligations are paid in full:

5.1 Payment and Performance
Borrower shall punctually pay and perform the Secured Obligations when due.

5.2 Taxes and Assessments
Borrower shall pay prior to delinquency all taxes, assessments, and governmental charges relating to the Property, subject to Borrower’s right to contest in good faith with adequate reserves.

5.3 Insurance
(a) Borrower shall maintain insurance customary for similar properties, including (i) all-risk property insurance in an amount not less than the replacement cost of the improvements, (ii) commercial general liability insurance, and (iii) flood insurance if required.
(b) Policies shall name Lender as mortgagee and loss payee via ISO Form 438BFU or its equivalent.

5.4 Negative Covenants
Without Lender’s prior written consent, Borrower shall not:
(i) create or permit any lien senior or pari passu to this Mortgage;
(ii) sell, lease (other than in the ordinary course), transfer, or further encumber the Property (pact de non alienando); or
(iii) materially alter, demolish, or remove improvements except as permitted herein.

5.5 Assignment of Rents
Borrower hereby absolutely assigns the Rents to Lender; provided, however, that until the occurrence of an Event of Default, Borrower may collect and use the Rents. Upon an Event of Default, Lender may exercise all rights of ownership in and to the Rents without further notice.

5.6 Maintenance
Borrower shall keep the Property in good order and repair, free of waste, and in compliance with all recorded restrictions.

5.7 Books and Records; Inspection
Borrower shall maintain accurate books and records and permit Lender and its agents on reasonable notice to inspect the Property and such books.

5.8 Further Assurances
Borrower shall execute and deliver such further instruments and do such further acts as Lender may reasonably request to carry out the purposes of this Mortgage.

6. DEFAULT & REMEDIES

6.1 Events of Default

Each of the following constitutes an “Event of Default”:

(a) Non-payment of any principal, interest, or other amount under the Note within [NUMBER] days after its due date;
(b) Breach of any covenant contained in Sections 5.2, 5.3, 5.4, or 5.5;
(c) Any other breach of this Mortgage or any Loan Document not cured within [30] days after written notice;
(d) Any warranty or representation proves materially false when made;
(e) Borrower’s insolvency, bankruptcy, or assignment for the benefit of creditors; or
(f) The seizure or attachment of the Property not lifted within [30] days.

6.2 Notice and Cure

Where Louisiana law requires notice prior to acceleration or foreclosure, Lender shall provide written notice specifying the Event of Default and applicable cure period. No cure period applies to payment defaults unless mandated by law.

6.3 Remedies

Upon the occurrence and during the continuance of an Event of Default, Lender may, at its option and without demand (except as required by law):

(a) Declare all Secured Obligations immediately due and payable;
(b) Exercise foreclosure by executory process pursuant to La. Code Civ. Proc. arts. 2631 et seq. (Borrower consents to the use of all authentic evidence, including a “confession of judgment,” for such purpose);
(c) Pursue foreclosure by ordinary process or any other remedy available at law or in equity;
(d) Take possession of the Property, collect Rents, and manage operations;
(e) Apply for appointment of a receiver;
(f) Pursue all rights to a deficiency judgment to the extent permitted under Louisiana law after crediting the bid price obtained at sheriff’s sale; and
(g) Exercise all rights with respect to the Personal Property and Fixtures under the UCC.

6.4 Right of Redemption

Borrower acknowledges that, under Louisiana law, no statutory right of redemption exists following a foreclosure by executory process. Borrower expressly waives any contractual or equitable right of redemption to the maximum extent permitted by law.

6.5 Application of Proceeds

Proceeds of any foreclosure sale or other realization upon the Collateral shall be applied:
(i) first, to costs and expenses of sale (including reasonable attorneys’ fees);
(ii) second, to accrued interest;
(iii) third, to principal of the Secured Obligations;
(iv) fourth, to any other Secured Obligations; and
(v) finally, to Borrower or other party legally entitled thereto.

6.6 Attorneys’ Fees and Costs

Borrower agrees to pay all reasonable attorneys’ fees, costs, and expenses incurred by Lender in connection with the enforcement or defense of this Mortgage, whether or not suit is filed, and including any appellate or bankruptcy proceedings.

7. RISK ALLOCATION

7.1 Indemnification (Borrower Obligations)

Borrower shall indemnify, defend, and hold harmless Lender and its Affiliates, and their respective directors, officers, employees, and agents (each, an “Indemnified Party”) from and against any and all claims, losses, liabilities, damages, penalties, fines, and expenses (including reasonable attorneys’ fees) (collectively, “Indemnified Claims”) arising out of or relating to:
(a) ownership, operation, or condition of the Property;
(b) breach of any representation, warranty, or covenant of Borrower;
(c) violation of any law, including environmental laws; or
(d) any act or omission of Borrower or its agents.

This indemnity survives satisfaction of the Secured Obligations and release of this Mortgage.

7.2 Limitation of Liability (Liability Caps)

NOTWITHSTANDING ANYTHING TO THE CONTRARY, LENDER’S AGGREGATE LIABILITY TO BORROWER UNDER THE LOAN DOCUMENTS SHALL IN NO EVENT EXCEED THE TOTAL AMOUNT OF THE SECURED DEBT OUTSTANDING AS OF THE DATE THE CAUSE OF ACTION AROSE. BORROWER’S REMEDIES SHALL BE LIMITED ACCORDINGLY.

7.3 Insurance Proceeds

Lender may apply insurance proceeds, at its option, (i) to restoration of the Property or (ii) to payment of the Secured Obligations, subject to reasonable conditions and applicable law.

7.4 Force Majeure

Neither party shall be liable for failure to perform non-monetary obligations due to causes beyond its reasonable control (“Force Majeure Event”), including acts of God, war, terrorism, or governmental action, provided that the affected party gives prompt written notice and resumes performance as soon as feasible. Monetary obligations are not excused.

8. DISPUTE RESOLUTION

8.1 Governing Law
THIS MORTGAGE AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF LOUISIANA (WITHOUT REGARD TO CONFLICT-OF-LAWS PRINCIPLES).

8.2 Forum Selection
Borrower irrevocably submits to the exclusive jurisdiction of the state courts of competent jurisdiction sitting in the Parish of [_], Louisiana, and agrees that venue is proper in such courts.

8.3 Arbitration Excluded
The parties expressly agree not to submit any dispute arising under the Loan Documents to arbitration.

8.4 Jury Waiver
To the extent, if any, a civil jury trial would otherwise be available under Louisiana law, each party knowingly and voluntarily waives its right to a trial by jury in any action or proceeding arising out of the Loan Documents.

8.5 Injunctive Relief; Foreclosure Remedy
Nothing in this Section 8 shall limit Lender’s right to seek injunctive or equitable relief, or to pursue foreclosure remedies, including executory or ordinary process.

9. GENERAL PROVISIONS

9.1 Amendments and Waivers
No amendment or waiver of any provision of this Mortgage is effective unless in a writing signed by the party against whom enforcement is sought. No failure or delay by Lender to exercise any right shall operate as a waiver.

9.2 Assignment
Lender may assign or participate its interests hereunder without notice to Borrower. Borrower may not assign this Mortgage or any of its rights without Lender’s prior written consent.

9.3 Successors and Assigns
This Mortgage binds Borrower, its successors and assigns, and inures to the benefit of Lender and its successors and assigns.

9.4 Severability
If any provision 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 render it enforceable.

9.5 Integration
This Mortgage, together with the other Loan Documents, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior agreements.

9.6 Counterparts
This Mortgage may be executed in multiple counterparts, all of which together constitute one instrument. Signatures delivered by facsimile, email (PDF), or electronic signature platform are deemed original.

9.7 Notices
All notices must be in writing and delivered (i) by hand, (ii) by certified mail, return receipt requested, (iii) by nationally recognized overnight courier, or (iv) by electronic mail with confirmation of receipt, to the addresses first set forth above (or such other address as a party may designate).

10. EXECUTION BLOCK

IN WITNESS WHEREOF, Borrower and Lender have executed and delivered this Mortgage effective as of the Effective Date.

[// GUIDANCE: Louisiana requires an authentic act with two witnesses and a notary. Ensure all signatures are on a single page if practicable (“one-page rule”) or mark instruments “Ne Varietur” for identification with the Note.]

10.1 Borrower

[BORROWER NAME]
By: _________
Name: [PRINTED NAME]
Title: [IF ENTITY]

Witnesses:
1. ____ (Print & Sign)
2. ____ (Print & Sign)

10.2 Lender

[LENDER NAME]
By: _________
Name: [AUTHORIZED OFFICER]
Title: [TITLE]

Witnesses:
1. ____ (Print & Sign)
2. ____ (Print & Sign)

10.3 Notary Acknowledgment

STATE OF LOUISIANA
PARISH OF [_]

On this ___ day of ____, 20__, before me, the undersigned Notary Public, personally came and appeared the above-named persons, whose identities were proven to me on the basis of satisfactory evidence, and who acknowledged to me that they executed the foregoing instrument as their free act and deed.

My commission is issued for life / expires: _______

Notary Public
Printed Name: __
Notary I.D. / Bar No.: _

Exhibit A – Legal Description of Property

[INSERT FULL METES AND BOUNDS OR LOT/BLOCK LEGAL DESCRIPTION; INCLUDE MUNICIPAL ADDRESS.]

Exhibit B – Permitted Encumbrances

[LIST ANY PRIOR MORTGAGES, LIENS, EASEMENTS, OR OTHER MATTERS TO REMAIN OF RECORD.]

[// GUIDANCE: After execution, record this Mortgage in the conveyance and mortgage records of the Parish where the Property is located. Ensure payment of applicable documentary transaction taxes (“recording fees”) and obtain lender’s title insurance endorsement reflecting this Mortgage.]