MORTGAGE DEED AND SECURITY AGREEMENT
(State of Maryland)
[// GUIDANCE: This template is drafted for improved enforceability under Maryland law and assumes that the Mortgage secures a separately-executed Promissory Note. Customize all bracketed items, verify statutory references, and confirm county-level recording requirements before execution.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Granting Clause & Security Interest
- Representations and Warranties
- Covenants
- Defaults and Remedies
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution Block
1. DOCUMENT HEADER
1.1 Title. Mortgage Deed and Security Agreement (the “Mortgage”).
1.2 Parties.
a. “[BORROWER LEGAL NAME],” a [Maryland □ corporation / □ limited liability company / □ individual / □ other] (“Borrower”), whose address is [ADDRESS]; and
b. “[LENDER LEGAL NAME],” a [STATE] [ENTITY TYPE] (“Lender”), whose address is [ADDRESS].
1.3 Effective Date. This Mortgage is dated as of [DATE] (the “Effective Date”).
1.4 Recitals.
a. Borrower is indebted to Lender under that certain Promissory Note dated the Effective Date in the original principal amount of [AMOUNT] (the “Note”).
b. Borrower desires to secure the Note and all other Secured Obligations (defined below) by granting Lender a first priority mortgage lien on the Real Property (defined below) pursuant to the Real Property Article of the Annotated Code of Maryland (the “Maryland Real Property Article”).
c. The parties enter into this Mortgage to evidence and perfect such security interest.
1.5 Governing Law; Recording. This Mortgage shall be governed by and construed in accordance with the laws of the State of Maryland, and is intended for recording among the Land Records of [COUNTY], Maryland.
2. DEFINITIONS
For ease of reference, the following capitalized terms have the meanings set forth below. Defined terms include the singular and plural forms.
“Collateral” means, collectively, the Real Property, Improvements, Fixtures, Rents, Personal Property, and Proceeds.
“Deficiency Judgment Rules” means any Maryland statutes, rules, or case law governing the pursuit and calculation of deficiency judgments following foreclosure, including but not limited to Maryland Rule 14-216.
“Event of Default” has the meaning assigned in Section 6.1.
“Fixtures” means all goods that are or will become fixtures under the Maryland Uniform Commercial Code, attached to or used in connection with the Real Property.
“Improvements” means all buildings, structures, and improvements now or hereafter located on the Real Property.
“Personal Property” means all furniture, equipment, machinery, and other tangible or intangible property now or hereafter affixed or related to the Real Property (excluding consumer goods not subject to a security interest).
“Proceeds” means all proceeds (as defined in the UCC) from the sale, lease, or other disposition of any Collateral.
“Real Property” means the land located in the State of Maryland and more particularly described in Exhibit A.
“Right of Redemption” means Borrower’s statutory right, if any, to redeem the Real Property before ratification of a foreclosure sale pursuant to Md. Code Ann., Real Prop. § 7-105.
“Secured Debt Amount” means the aggregate unpaid principal balance of the Note, together with all accrued interest, late fees, advances, protective disbursements, and costs recoverable under this Mortgage.
“Secured Obligations” means (i) the Note; (ii) all obligations under this Mortgage or any other loan documents between Borrower and Lender; and (iii) all renewals, extensions, modifications, or replacements thereof.
3. GRANTING CLAUSE & SECURITY INTEREST
3.1 Grant. For good and valuable consideration, Borrower irrevocably grants, mortgages, and conveys to Lender, with power of sale where permitted by law, all of Borrower’s estate, right, title, and interest in and to the Collateral, to secure payment and performance of the Secured Obligations.
3.2 Fixture Filing; UCC. This Mortgage constitutes a “fixture filing” under Md. Code Ann., Com. Law § 9-502. Borrower hereby authorizes Lender to file financing statements describing the Collateral.
3.3 Maximum Liability. The aggregate liability of Borrower to Lender under this Mortgage shall not exceed the Secured Debt Amount. [// GUIDANCE: This aligns the liability cap with the metadata directive.]
4. REPRESENTATIONS AND WARRANTIES
Borrower represents and warrants, as of the Effective Date and continuing until the Secured Obligations are indefeasibly paid in full, that:
4.1 Authority. Borrower has full power and lawful authority to execute, deliver, and perform this Mortgage.
4.2 Title. Borrower holds fee simple title to the Real Property, free of all liens except those permitted by Lender in writing.
4.3 Compliance. The Real Property and Improvements comply in all material respects with applicable zoning, environmental, building, and health laws.
4.4 Litigation. No pending or threatened litigation materially affects the Real Property.
4.5 Solvency. Borrower is solvent and not the subject of any bankruptcy or insolvency proceeding.
4.6 Accuracy. All financial information delivered to Lender is true, complete, and correct in all material respects.
4.7 Survival. All representations and warranties survive the execution and recordation of this Mortgage.
5. COVENANTS
Borrower covenants and agrees that until payment in full of the Secured Obligations:
5.1 Payment. Borrower shall timely pay the Note and all other Secured Obligations.
5.2 Taxes and Assessments. Borrower shall pay when due all taxes, assessments, and governmental charges against the Collateral. Lender may establish an escrow for such items in its discretion.
5.3 Insurance. Borrower shall maintain all-risk property insurance, liability insurance, and any other insurance Lender reasonably requires, naming Lender as mortgagee and loss payee.
5.4 Maintenance. Borrower shall keep the Improvements in good repair and shall not commit waste.
5.5 Compliance with Laws. Borrower shall comply with all applicable present and future laws affecting the Collateral.
5.6 Negative Covenants. Without Lender’s prior written consent, Borrower shall not:
a. Transfer any interest in the Collateral (other than leases permitted under subsection (b));
b. Enter into any lease of all or part of the Real Property that (i) has a term greater than [NUMBER] years, (ii) is not on arm’s-length terms, or (iii) is otherwise material;
c. Create any lien senior or pari passu to this Mortgage.
5.7 Books and Records; Inspection. Borrower shall keep accurate records and permit Lender to inspect the Collateral upon reasonable notice.
5.8 Notice of Events. Borrower shall promptly notify Lender of any Event of Default, litigation, or material casualty.
5.9 Further Assurances. Borrower shall execute and deliver such further instruments as Lender reasonably requests to effect the purposes of this Mortgage.
6. DEFAULTS AND REMEDIES
6.1 Events of Default. Each of the following constitutes an Event of Default:
a. Monetary Default: Borrower’s failure to pay any amount under the Note or this Mortgage within [NUMBER] days after written notice.
b. Covenant Default: Borrower’s breach of any covenant herein not cured within [NUMBER] days after notice.
c. False Representation: Any material misrepresentation by Borrower.
d. Insolvency: Borrower’s bankruptcy or insolvency proceeding.
e. Transfer or Lien Violation: Any violation of Section 5.6.
6.2 Notice and Cure. Except for monetary defaults (which may be accelerated without notice beyond any required statutory notice), Lender shall give Borrower written notice of default and a [NUMBER]-day cure period where required by law.
6.3 Remedies. Upon any Event of Default, Lender may, subject to Maryland foreclosure procedures under Md. Code Ann., Real Prop. § 7-105 et seq., exercise one or more of the following, in any order and without waiving others:
a. Acceleration. Declare all Secured Obligations immediately due and payable.
b. Foreclosure. Institute judicial foreclosure or, where applicable, power-of-sale proceedings, and request the appointment of a trustee or substitute trustees.
c. Possession. Enter and take possession of the Real Property.
d. Receivership. Seek appointment of a receiver to collect Rents.
e. Protective Advances. Make payments to protect or preserve the Collateral, which shall be added to the Secured Obligations.
f. Deficiency. Pursue a deficiency judgment in accordance with Maryland Deficiency Judgment Rules.
g. Other Remedies. Exercise any other right available at law or in equity.
6.4 Right of Redemption. Borrower’s Right of Redemption shall exist only to the extent provided under Maryland law and shall terminate upon ratification of any foreclosure sale.
6.5 Cumulative Remedies. All remedies are cumulative and may be exercised concurrently or successively.
6.6 Attorneys’ Fees. Borrower shall pay all reasonable attorneys’ fees, costs, and expenses incurred by Lender in enforcing this Mortgage.
7. RISK ALLOCATION
7.1 Indemnification. Borrower shall indemnify, defend, and hold Lender harmless from all claims, liabilities, and expenses (including environmental claims) arising from or related to (i) the Collateral; (ii) Borrower’s breach of this Mortgage; or (iii) acts or omissions of Borrower or its agents, except to the extent caused by Lender’s gross negligence or willful misconduct.
7.2 Limitation of Liability. Lender’s liability to Borrower in connection with this Mortgage is limited to the Secured Debt Amount. In no event shall Lender be liable for consequential or punitive damages.
7.3 Insurance Proceeds. Insurance proceeds shall, at Lender’s option, be applied to restoration of the Collateral or to reduction of the Secured Obligations.
7.4 Force Majeure. Performance (other than monetary) shall be excused to the extent delayed by events beyond the reasonable control of the affected party, including acts of God, war, or governmental orders, provided that timely notice is given and performance resumes promptly thereafter.
8. DISPUTE RESOLUTION
8.1 Governing Law. This Mortgage is governed by, and construed in accordance with, the laws of the State of Maryland without regard to conflict-of-law principles.
8.2 Forum Selection. Each party irrevocably submits to the exclusive jurisdiction of the state courts located in [COUNTY], Maryland for any action arising out of or relating to this Mortgage.
8.3 Arbitration. Arbitration is expressly excluded.
8.4 Jury Waiver. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY WAIVES TRIAL BY JURY IN ANY ACTION RELATING TO THIS MORTGAGE.
[// GUIDANCE: Maryland permits contractual jury waivers in commercial transactions, but verify enforceability for consumer loans.]
8.5 Injunctive Relief. Nothing herein shall impair Lender’s right to seek temporary, preliminary, or permanent injunctive relief, including foreclosure-related injunctions, in any court of competent jurisdiction.
9. GENERAL PROVISIONS
9.1 Amendments and Waivers. No amendment or waiver is effective unless in writing and signed by the party against whom enforcement is sought.
9.2 Assignment. Lender may assign this Mortgage without Borrower’s consent. Borrower may not assign its rights or delegate its duties without Lender’s prior written consent.
9.3 Successors and Assigns. This Mortgage binds and benefits the parties and their respective successors and permitted assigns.
9.4 Severability. If any provision is unenforceable, the remaining provisions shall remain in full force, and the unenforceable provision shall be modified to the minimum extent necessary to comply with law.
9.5 Integration. The loan documents collectively constitute the entire agreement and supersede all prior oral or written agreements regarding the subject matter.
9.6 Counterparts; Electronic Signatures. This Mortgage may be executed in counterparts, each of which is an original. Electronic signatures and notarizations are deemed originals to the fullest extent permitted by applicable law.
9.7 Notices. All notices must be in writing and delivered (i) by certified mail, return receipt requested; (ii) by nationally recognized overnight courier; or (iii) by hand delivery, to the addresses in Section 1.2, or as changed by written notice.
9.8 Recording Costs and Taxes. Borrower shall pay all recording fees, transfer taxes, documentary stamps, and any other costs required to record or enforce this Mortgage.
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the parties have executed this Mortgage as of the Effective Date.
Borrower:
[BORROWER LEGAL NAME]
By: _____
Name: _____
Title: ________
Lender:
[LENDER LEGAL NAME]
By: _____
Name: _____
Title: ________
STATE OF MARYLAND
COUNTY OF ________
On this _ day of _, 20__, before me, the undersigned Notary Public, personally appeared _____, who acknowledged himself/herself to be the [TITLE] of [BORROWER/LENDER], and that he/she, as such officer, being authorized so to do, executed the foregoing instrument for the purposes therein contained.
Witness my hand and official seal.
Notary Public
My Commission Expires: ____
[OPTIONAL SECOND WITNESS IF REQUIRED]
Print Name: ____
EXHIBIT A
Legal Description of Real Property
[INSERT FULL METES AND BOUNDS OR LOT-BLOCK-SECTION DESCRIPTION]
[// GUIDANCE: Once customized, attach Exhibit B (Permitted Liens), Exhibit C (Insurance Requirements), or additional schedules as needed. Before closing, confirm compliance with (i) Maryland Recordation Tax Act, (ii) lien certificate requirements, and (iii) county-specific intake sheet protocols.]