MORTGAGE AND SECURITY AGREEMENT

(Mississippi ― Real Property)

[// GUIDANCE: This template is intentionally comprehensive. Delete any bracketed text that is not applicable and fill in all highlighted placeholders prior to execution and recording.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Grant of Mortgage and Security Interest
4. Secured Obligations
5. Representations and Warranties
6. Covenants and Restrictions
7. Events of Default and Remedies
8. Risk Allocation
9. Dispute Resolution
10. General Provisions
11. Execution Block
12. Exhibit A – Legal Description of Mortgaged Property
13. Exhibit B – Permitted Exceptions (if any)
14. Exhibit C – Environmental Indemnity (optional)

1. DOCUMENT HEADER

This Mortgage and Security Agreement (this “Mortgage”) is made effective as of [EFFECTIVE DATE] (the “Effective Date”) by and between:

(a) [​BORROWER NAME], a [​STATE] [​ENTITY TYPE] having its chief executive office at [ADDRESS] (“Borrower”); and

(b) [​LENDER NAME], a [​STATE] [​ENTITY TYPE] having its principal place of business at [ADDRESS] (“Lender”).

Recitals

A. Borrower is indebted to Lender pursuant to that certain Promissory Note dated [DATE OF NOTE] in the original principal amount of [DOLLAR AMOUNT] (as amended, restated, extended, renewed, or otherwise modified from time to time, the “Note”).

B. Borrower desires to secure the due and punctual payment and performance of the Note and all other Secured Obligations (as defined below) by granting Lender a mortgage lien on and security interest in the Mortgaged Property (as defined below).

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower and Lender agree as follows:

2. DEFINITIONS

For purposes of this Mortgage, capitalized terms shall have the meanings set forth below. Any term used herein that is defined in Mississippi real property law or Article 9 of the Uniform Commercial Code as adopted in Mississippi (the “UCC”) shall have the meaning given to such term under applicable law unless expressly provided otherwise. Defined terms appear alphabetically.

“Applicable Law” means all federal, state, county, municipal, and other governmental statutes, laws, ordinances, rules, regulations, orders, and decrees now or hereafter in effect and applicable to the Mortgaged Property, the Secured Obligations, or the parties hereto.

“Collateral Assignment of Leases and Rents” has the meaning set forth in Section 3.2(c).

“Deficiency Amount” has the meaning set forth in Section 7.3.

“Default Rate” means the per-annum rate of interest specified in the Note to accrue upon the occurrence and during the continuance of an Event of Default.

“Environmental Laws” means all Applicable Law relating to pollution, protection of the environment, human health or safety, or the use, storage, treatment, transportation, release, or disposal of Hazardous Materials.

“Event of Default” has the meaning set forth in Section 7.1.

“Hazardous Materials” means any substance, material, or waste that is designated, classified, or regulated as hazardous or toxic under Environmental Laws.

“Indemnified Parties” has the meaning set forth in Section 8.1.

“Lien” means, with respect to any property, any mortgage, deed of trust, pledge, security interest, encumbrance, lease, sublease, option, right of first refusal, easement, servitude, or other adverse claim or interest.

“Mortgaged Property” has the meaning set forth in Section 3.1.

“Permitted Exceptions” means those matters listed on Exhibit B attached hereto and such other title exceptions approved in writing by Lender.

“Secured Obligations” has the meaning set forth in Section 4.1.

3. GRANT OF MORTGAGE AND SECURITY INTEREST

3.1 Grant of Mortgage

Borrower hereby irrevocably grants, bargains, sells, assigns, conveys, mortgages, pledges, and sets over to Lender, with power of sale (to the extent permitted by Applicable Law), all estate, right, title, interest, and claim in and to the following (collectively, the “Mortgaged Property”):

a. The fee simple estate in the real property described on Exhibit A together with all rights, privileges, tenements, hereditaments, easements, rights-of-way, strips, and gores of land, streets, alleys, passages, water, water courses, riparian and littoral rights, air rights, mineral rights, development rights, and all other appurtenances appertaining thereto (the “Land”);

b. All buildings, structures, fixtures, and other improvements now or hereafter situated on the Land (the “Improvements”);

c. All fixtures, machinery, equipment, building materials, and other personal property now or hereafter affixed to, placed upon, or used in connection with the Land or Improvements, together with all replacements, substitutions, additions, and accessions thereto (collectively, the “Fixtures”);

d. All leases, subleases, licenses, concessions, and occupancy agreements covering all or any portion of the Land or Improvements, whether now existing or hereafter entered into, and all rents, income, revenues, royalties, and profits therefrom (collectively, the “Leases and Rents”);

e. All accounts, general intangibles, contract rights, permits, and other rights arising from or relating to the ownership, operation, or management of the Land or Improvements; and

f. All proceeds (cash and non-cash) and products of any of the foregoing, including insurance and condemnation proceeds.

[// GUIDANCE: Mississippi recognizes both mortgages and deeds of trust. If a deed of trust structure (with trustee) is preferred, modify Section 3 accordingly.]

3.2 Additional Grants

a. Security Interest in Fixtures. Pursuant to Article 9 of the UCC, Borrower hereby grants to Lender a present and continuing security interest in the Fixtures to secure payment and performance of the Secured Obligations.

b. As-Extracted Collateral. To the extent any oil, gas, or other minerals constitute “as-extracted collateral” under the UCC, Borrower grants Lender a security interest therein.

c. Collateral Assignment of Leases and Rents. Borrower hereby absolutely and unconditionally assigns to Lender all of Borrower’s right, title, and interest in and to the Leases and Rents (the “Collateral Assignment of Leases and Rents”), which assignment shall be fully operative upon execution hereof and shall not require any further action by Borrower.

[// GUIDANCE: Attach a separate, recordable Assignment of Leases and Rents if preferred by local practice.]

3.3 Nature of Conveyance; Fixture Filing

The grant set forth herein constitutes (i) a mortgage lien on real estate under Mississippi law, (ii) a security agreement under the UCC, and (iii) a fixture filing with respect to the Fixtures. This Mortgage shall be filed for record in the real property records of the county where the Land is located (the “Recording Office”) and shall also serve as a financing statement filed as a fixture filing.

4. SECURED OBLIGATIONS

4.1 Definition

The “Secured Obligations” include, without limitation:

1. All principal, interest, late charges, default interest, and other amounts owing under the Note;
2. All fees, costs, advances, and expenses incurred by Lender under the Loan Documents (as defined below);
3. All obligations of Borrower under this Mortgage and any other document, instrument, or agreement now or hereafter executed in connection with the loan evidenced by the Note (collectively with this Mortgage and the Note, the “Loan Documents”); and
4. Any amendments, extensions, renewals, or refinancings of any of the foregoing.

4.2 Future Advances

This Mortgage shall secure future advances up to the maximum principal amount of [MAXIMUM SECURED AMOUNT] plus accrued interest and other Secured Obligations, whether such advances are obligatory or discretionary, made within the period permitted under Mississippi law, and whether or not evidenced by additional notes.

[// GUIDANCE: Mississippi is a “race–notice” state. State the maximum amount to be secured so title insurers can treat this as an “open-end” mortgage if desired.]

5. REPRESENTATIONS AND WARRANTIES

Borrower represents and warrants to Lender that, as of the Effective Date and continuing thereafter:

5.1 Authority. Borrower is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation and is qualified to transact business in Mississippi. Borrower has full power and authority to execute, deliver, and perform the Loan Documents.

5.2 Enforceability. The Loan Documents constitute legal, valid, and binding obligations of Borrower enforceable in accordance with their respective terms, subject only to applicable bankruptcy, insolvency, equitable principles, and similar laws affecting creditors’ rights generally.

5.3 Title. Borrower holds marketable fee simple title to the Land and Improvements, subject only to the Permitted Exceptions.

5.4 Compliance. The Mortgaged Property and Borrower’s intended use thereof comply in all material respects with Applicable Law, including zoning, building codes, and Environmental Laws.

5.5 Litigation. There is no pending or, to Borrower’s knowledge, threatened litigation or governmental proceeding that would materially and adversely affect Borrower, the Mortgaged Property, or the ability of Borrower to perform the Secured Obligations.

5.6 Utilities and Access. The Land has adequate vehicular access and is served by water, sewer, electric, and other utilities necessary for its current and contemplated use.

5.7 Taxes. All ad valorem taxes, assessments, and governmental charges levied or assessed against the Mortgaged Property have been paid or will be paid when due, except those being contested in good faith in accordance with Section 6.1(c).

5.8 No Foreign Person. Borrower is not a “foreign person” within the meaning of 26 U.S.C. § 1445.

The representations and warranties shall survive the execution and delivery of this Mortgage and continue until the Secured Obligations are indefeasibly paid and performed in full.

6. COVENANTS AND RESTRICTIONS

Borrower covenants and agrees that until the Secured Obligations are indefeasibly paid and performed in full:

6.1 Payment and Performance.
a. Borrower shall pay and perform the Secured Obligations when due and in the manner provided in the Loan Documents.
b. Borrower shall pay, prior to delinquency, all taxes, assessments, and governmental charges against the Mortgaged Property.
c. Borrower may contest taxes or other charges in good faith if (i) Borrower notifies Lender of the contest, (ii) the contest is diligently prosecuted, and (iii) Borrower deposits with Lender (or posts a bond) in an amount reasonably satisfactory to Lender to protect against the risk of loss.

6.2 Maintenance and Repair. Borrower shall keep the Mortgaged Property in good condition and repair, free from waste, and shall not commit or permit any act of waste or nuisance.

6.3 Insurance.
a. Borrower shall maintain insurance coverage for the Mortgaged Property of types and in amounts customarily carried for comparable properties in Mississippi, including (i) all-risk property insurance, (ii) commercial general liability, and (iii) flood insurance if required by Applicable Law or Lender.
b. Each policy shall name Lender as mortgagee and loss payee (property) or additional insured (liability), as applicable, pursuant to standard ISO form endorsements.
c. Borrower shall deliver certificates of insurance and, upon request, copies of policies to Lender annually.

6.4 Compliance with Law. Borrower shall comply in all material respects with Applicable Law, including Environmental Laws, and shall obtain all permits required for the ownership, occupation, operation, and maintenance of the Mortgaged Property.

6.5 Transfer Restrictions. Borrower shall not, without Lender’s prior written consent, (a) sell, convey, assign, transfer, or otherwise dispose of any interest in the Mortgaged Property, other than Permitted Exceptions, or (b) permit any additional Liens against the Mortgaged Property, except Permitted Exceptions.

6.6 Right of Inspection. Lender and its agents may enter and inspect the Mortgaged Property upon reasonable prior notice and at reasonable times to verify compliance with the Loan Documents.

6.7 Books and Records. Borrower shall maintain complete and accurate books and records regarding the operation of the Mortgaged Property and, upon reasonable notice, permit Lender to examine such books and records.

6.8 Further Assurances. Borrower shall execute and deliver such further instruments and take such further actions as Lender may reasonably request to carry out the intent of this Mortgage, including, without limitation, financing statements, continuation statements, and amendments thereto.

6.9 Indemnity for Hazardous Materials. Borrower shall indemnify, defend, and hold harmless the Indemnified Parties from and against all claims, damages, and liabilities arising from or related to Hazardous Materials, as more fully provided in Section 8.1.

7. EVENTS OF DEFAULT AND REMEDIES

7.1 Events of Default

Any one or more of the following shall constitute an “Event of Default”:

1. Payment Default. Borrower fails to pay any amount due under the Note or other Secured Obligations within [NUMBER] days after its due date.
2. Covenant Default. Borrower breaches or fails to perform any covenant, obligation, or agreement contained in the Loan Documents and such failure continues for [NUMBER] days after written notice from Lender (or such longer cure period as expressly provided herein).
3. Misrepresentation. Any representation or warranty made by Borrower proves to be materially false or misleading when made or deemed made.
4. Insolvency. Borrower becomes insolvent, files or has filed against it any petition in bankruptcy or for reorganization, makes an assignment for the benefit of creditors, or admits in writing its inability to pay debts as they mature.
5. Attachment or Seizure. All or any material portion of the Mortgaged Property is attached, levied upon, or seized and such action is not discharged within [NUMBER] days.
6. Transfer or Encumbrance. Borrower violates Section 6.5 (Transfer Restrictions).

7.2 Acceleration

Upon the occurrence and during the continuance of any Event of Default, Lender may declare all Secured Obligations to be immediately due and payable without presentment, demand, protest, or further notice of any kind, all of which are hereby expressly waived by Borrower.

7.3 Foreclosure Remedies

a. Power of Sale. Lender may, to the fullest extent permitted by Mississippi law, foreclose under the power of sale without judicial action, or elect to pursue judicial foreclosure.

b. Right of Redemption. Borrower’s equitable right of redemption shall terminate upon completion of the foreclosure sale. Borrower acknowledges that under current Mississippi law there is no statutory right of redemption after a non-judicial foreclosure sale. Borrower expressly waives, to the fullest extent permitted by law, any right of statutory redemption that may hereafter be enacted.

c. Deficiency Judgment. If the proceeds of any foreclosure sale are insufficient to satisfy the Secured Obligations, Borrower shall remain liable for the deficiency (the “Deficiency Amount”). Lender shall have the right to pursue a deficiency judgment in accordance with Mississippi law within the time period prescribed by statute.

[// GUIDANCE: Mississippi law currently requires a separate action for deficiency within one (1) year after a non-judicial foreclosure sale and mandates credit for the fair market value of the property. Confirm these requirements before filing suit.]

d. Appointment of Receiver. Lender shall be entitled, without notice or bond, to the appointment of a receiver for the Mortgaged Property.

e. Application of Proceeds. Proceeds from any sale or other disposition of the Mortgaged Property shall be applied first to costs of sale (including reasonable attorneys’ fees and expenses), next to accrued interest, next to principal and other Secured Obligations, and any remainder to Borrower or such other person as shall be lawfully entitled thereto.

7.4 Cumulative Remedies

The rights and remedies of Lender under the Loan Documents and at law or in equity are cumulative and may be exercised concurrently or separately. No delay or omission by Lender in exercising any right shall impair such right or operate as a waiver thereof.

8. RISK ALLOCATION

8.1 Indemnification by Borrower

Borrower shall indemnify, defend, and hold harmless Lender, its successors, assigns, directors, officers, employees, agents, and affiliates (collectively, the “Indemnified Parties”) from and against any and all losses, liabilities, damages, claims, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting from (a) the ownership, operation, or condition of the Mortgaged Property, (b) any breach by Borrower of the Loan Documents, or (c) any violation of Applicable Law, including Environmental Laws.

8.2 Limitation of Lender Liability

Notwithstanding anything to the contrary herein, the aggregate liability of Lender to Borrower for any claim arising out of or related to the Loan Documents shall not exceed the then-outstanding principal balance of the Secured Obligations. In no event shall Lender be liable for any punitive, exemplary, special, indirect, or consequential damages.

8.3 Insurance Proceeds and Condemnation Awards

Borrower assigns to Lender all insurance proceeds and condemnation awards relating to the Mortgaged Property as additional security for the Secured Obligations. Lender may apply such proceeds to restoration of the Mortgaged Property or to payment of the Secured Obligations in Lender’s reasonable discretion, subject to Applicable Law.

8.4 Force Majeure

No failure or delay by Borrower or Lender in the performance of any obligation (other than payment obligations) shall constitute a default if such failure or delay is caused by events beyond the reasonable control of the affected party, including acts of God, war, civil unrest, pandemics, or government orders; provided that such party gives written notice within ten (10) days after the occurrence and resumes performance promptly thereafter.

9. DISPUTE RESOLUTION

9.1 Governing Law. This Mortgage and the other Loan Documents shall be governed by and construed in accordance with the laws of the State of Mississippi, without regard to its conflict-of-laws rules.

9.2 Forum Selection. Borrower irrevocably submits to the exclusive jurisdiction of the state courts of competent jurisdiction located in the county where the Mortgaged Property is situated for any legal action or proceeding arising out of or relating to the Loan Documents.

9.3 Arbitration. The parties expressly agree that arbitration is excluded; all disputes shall be resolved in the forum specified in Section 9.2.

9.4 Jury Waiver. TO THE EXTENT PERMITTED BY APPLICABLE LAW, BORROWER AND LENDER HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE LOAN DOCUMENTS.

[// GUIDANCE: Mississippi enforces jury waivers if clearly stated and conspicuous. Consider bold type and capital letters, as used above, and have the waiver separately initialed.]

9.5 Injunctive Relief. Nothing herein shall limit Lender’s right to seek and obtain interim or permanent injunctive relief, specific performance, or other equitable remedies, including foreclosure pursuant to Section 7.

10. GENERAL PROVISIONS

10.1 Amendments and Waivers. No amendment or waiver of any provision of the Loan Documents shall be effective unless in writing and signed by the party against whom enforcement is sought.

10.2 Assignment. Borrower may not assign any of its rights or delegate any of its obligations under the Loan Documents without Lender’s prior written consent. Lender may assign, sell, or participate its interest in the Loan Documents without Borrower’s consent.

10.3 Successors and Assigns. The Loan Documents shall be binding upon and inure to the benefit of Borrower and Lender and their respective successors and permitted assigns.

10.4 Severability. If any provision of this Mortgage is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be liberally construed to effectuate the intent of the parties.

10.5 Merger. The Loan Documents constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, representations, and understandings.

10.6 Counterparts; Electronic Signatures. The Loan Documents may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together constitute one and the same instrument. Signatures delivered by electronic means (e.g., PDF, DocuSign, or other electronic signature platforms) shall be deemed original signatures and fully enforceable.

10.7 Notices. All notices, demands, and other communications required or permitted under the Loan Documents shall be in writing and delivered (i) in person, (ii) by nationally recognized overnight courier, or (iii) by certified mail, return receipt requested, postage prepaid, to the addresses set forth in the preamble (or such other address as a party may designate in writing). Notices shall be deemed given when received or, if delivery is refused, on the date of such refusal.

10.8 Recording and Taxes. Borrower shall pay all recording fees, mortgage taxes, documentary stamps, and similar charges arising from the execution or recording of this Mortgage.

10.9 Time of Essence. Time is of the essence with respect to Borrower’s obligations under the Loan Documents.

11. EXECUTION BLOCK

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

[​BORROWER NAME]
By: ____
Name: ____
Title: _________

[// GUIDANCE: Insert appropriate signature blocks for multiple borrowers, guarantors, or lender consents as needed.]

STATE OF __ )
COUNTY OF __ )

On this _ day of _, 20__, before me, the undersigned Notary Public, personally appeared ____, who acknowledged that he/she is the ____ of [BORROWER NAME], a ____, and that he/she being authorized to do so, executed the foregoing instrument on behalf of such entity for the purposes therein contained.

Notary Public

My Commission Expires: ______

[// GUIDANCE: Mississippi permits either two witnesses or a notary acknowledgment for recordation. Verify county-specific requirements and attach witness signatures if required.]

12. EXHIBIT A – LEGAL DESCRIPTION OF MORTGAGED PROPERTY

[INSERT FULL METES-AND-BOUNDS OR PLATTED LEGAL DESCRIPTION]

13. EXHIBIT B – PERMITTED EXCEPTIONS (IF ANY)

1. Easements, rights-of-way, and other matters set forth in that certain Commitment for Title Insurance issued by [TITLE COMPANY], Commitment No. [NUMBER], dated [DATE].
2. [ADD ADDITIONAL PERMITTED EXCEPTIONS OR “None.”]

14. EXHIBIT C – ENVIRONMENTAL INDEMNITY (OPTIONAL)

[Attach separate Environmental Indemnity Agreement if required by underwriting.]

END OF DOCUMENT