MORTGAGE AND SECURITY AGREEMENT

(Nevada – Judicial Foreclosure Form)

[// GUIDANCE: This template assumes a traditional mortgage (not a deed-of-trust). Nevada law requires judicial foreclosure for mortgages, which in turn triggers statutory redemption and deficiency-judgment rules. Practitioners commonly employ deeds-of-trust to utilize non-judicial foreclosure; confirm the client’s strategic preference before use.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Grant of Mortgage & Secured Obligations
4. Payment Terms & Application of Payments
5. Representations & Warranties
6. Covenants
7. Insurance; Taxes; Impounds
8. Environmental Matters
9. Events of Default
10. Remedies
11. Risk Allocation
12. Dispute Resolution
13. General Provisions
14. Execution Block
15. Exhibit A – Legal Description of the Property
16. Exhibit B – Permitted Encumbrances (if any)

1. DOCUMENT HEADER

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

• [MORTGAGOR NAME], a [STATE OF ORGANIZATION / INDIVIDUAL], having an address at [ADDRESS] (“Mortgagor” or “Borrower”); and

• [MORTGAGEE NAME], a [STATE OF ORGANIZATION] [ENTITY TYPE], having an address at [ADDRESS] (“Mortgagee” or “Lender”).

Recitals

A. Mortgagee has agreed to extend credit to Mortgagor in the original principal amount of [LOAN AMOUNT] United States Dollars (US$[AMOUNT]) (the “Loan”) pursuant to that certain Promissory Note dated of even date herewith (as amended, restated, renewed, or replaced, the “Note”).

B. As a condition precedent to making the Loan, Mortgagee requires, and Mortgagor is willing to grant, a first-priority mortgage lien on the real property described on Exhibit A (the “Property”) together with all Improvements (as defined below) and related rights, all as security for the Secured Obligations (defined below).

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

2. DEFINITIONS

Unless otherwise stated, capitalized terms have the meanings set forth below. Defined terms appear alphabetically for ease of reference.

“Applicable Law” – All federal, state, county, municipal, and other governmental statutes, laws, ordinances, regulations, rules, judgments, orders, and decrees governing the parties, the Property, or this Mortgage, including without limitation the real property, foreclosure, redemption, and deficiency-judgment provisions of the Nevada Revised Statutes.

“Default Rate” – The rate of interest specified in the Note to apply upon the occurrence and during the continuance of an Event of Default.

“Deficiency Action Period” – The statutory period following a judicial foreclosure sale during which Mortgagee may seek a deficiency judgment (currently six months under Nevada law, subject to change).

“Improvements” – All buildings, structures, fixtures (whether or not affixed), and other improvements now or hereafter located on the Property.

“Release Price” – The amount Mortgagee may require for release of any portion of the Property, equal to [FORMULA OR AMOUNT].

“Secured Obligations” – (i) all principal, interest, fees, late charges, and other amounts payable under the Note; (ii) all obligations under this Mortgage and any Loan Documents (defined below); and (iii) all renewals, extensions, modifications, and replacements of any of the foregoing.

“Taxes” – All real estate taxes, assessments, and governmental charges of every kind levied on the Property.

[// GUIDANCE: Add additional defined terms as the transaction dictates, and cross-check capitalization throughout.]

3. GRANT OF MORTGAGE & SECURED OBLIGATIONS

3.1 Grant. Mortgagor hereby irrevocably MORTGAGES, GRANTS, BARGAINS, and CONVEYS to Mortgagee, with power of sale as provided by Applicable Law following judicial decree, the Property, Improvements, and all estates, rights, titles, interests, easements, hereditaments, and appurtenances thereto, subject only to the matters set forth on Exhibit B (collectively, the “Mortgaged Property”).

3.2 Nature of Lien. This Mortgage is intended to create a first-priority, perfected lien on the Mortgaged Property to secure the Secured Obligations.

3.3 Future Advances. This Mortgage also secures any future advances that Mortgagee, at its sole discretion, makes to or for the benefit of Mortgagor, not to exceed the maximum principal amount of [MAXIMUM SECURED AMOUNT – typically 150% of Loan Amount].

4. PAYMENT TERMS & APPLICATION OF PAYMENTS

4.1 Payment. Mortgagor shall pay all amounts due under the Note in lawful money of the United States at the place and in the manner specified in the Note.

4.2 Application. Except as otherwise provided by Applicable Law or the Loan Documents, payments shall be applied by Mortgagee in the following order: (a) costs of collection and enforcement; (b) accrued interest; (c) outstanding principal; (d) any other Secured Obligations.

4.3 Prepayment. The Loan may be prepaid in whole or in part only as set forth in the Note, and subject to any applicable prepayment premiums.

5. REPRESENTATIONS & WARRANTIES

Mortgagor represents and warrants to Mortgagee that, as of the Effective Date and continuing until satisfaction of the Secured Obligations:

5.1 Authority; Enforceability. Mortgagor has full power and authority to execute, deliver, and perform this Mortgage and the other Loan Documents, which constitute valid and binding obligations of Mortgagor enforceable against Mortgagor in accordance with their terms.

5.2 Title. Mortgagor holds good and marketable fee simple title to the Property free of all liens, claims, and encumbrances except Permitted Encumbrances.

5.3 Compliance with Law. The Property and its current use comply in all material respects with Applicable Law and duly issued permits.

5.4 No Litigation. There is no pending or, to Mortgagor’s knowledge, threatened litigation that could materially impair Mortgagor’s ability to perform its obligations or the value of the Property.

5.5 Financial Statements. All financial information delivered to Mortgagee is true, correct, and complete in all material respects.

[Representations survive the execution hereof and shall not be deemed merged into foreclosure or any conveyance in lieu thereof.]

6. COVENANTS

While this Mortgage remains in effect, Mortgagor covenants as follows:

6.1 Payment & Performance. Mortgagor shall duly and punctually pay and perform the Secured Obligations.

6.2 Taxes and Assessments. Mortgagor shall pay all Taxes before delinquency and deliver evidence thereof upon request.

6.3 Insurance. Mortgagor shall maintain insurance satisfying Mortgagee’s requirements, including (i) all-risk property insurance on a replacement-cost basis, (ii) commercial general liability insurance, and (iii) flood insurance if required by federal law. Policies shall name Mortgagee as mortgagee/loss payee and provide at least 30 days’ prior written notice of cancellation.

6.4 Preservation; Maintenance. Mortgagor shall keep the Property in good repair, refrain from waste, and comply with all covenants, conditions, and restrictions affecting the Property.

6.5 Alterations; Transfer; Encumbrance. Without Mortgagee’s prior written consent, Mortgagor shall not (a) materially alter or demolish Improvements, (b) create or permit additional liens (other than Permitted Encumbrances), or (c) transfer any interest in the Property or any controlling equity interest in Mortgagor, except as expressly permitted.

6.6 Books and Records; Inspection. Mortgagor shall maintain complete books and records for the Property and permit Mortgagee to inspect the Property and such records upon reasonable notice.

6.7 Environmental Compliance. Mortgagor shall comply with all Environmental Laws, promptly provide notice of any Release or violation, and, at its cost, remediate any environmental condition adversely affecting the Property.

6.8 Further Assurances. Mortgagor shall execute and deliver such further instruments as Mortgagee reasonably requests to protect, perfect, or continue the lien of this Mortgage.

7. INSURANCE; TAXES; IMPOUNDS

7.1 Impound Account. Upon (i) the occurrence of an Event of Default, or (ii) if required by Mortgagee at any time (subject to any RESPA limitations for consumer loans), Mortgagor shall deposit monthly one-twelfth (1/12) of annual Taxes and insurance premiums into an impound account controlled by Mortgagee.

7.2 Application of Funds. Mortgagee shall apply impound funds to pay Taxes and insurance premiums as they become due. Upon foreclosure or satisfaction of the Secured Obligations, any unapplied balance shall be credited to Mortgagor or the successful bidder, as applicable.

8. ENVIRONMENTAL MATTERS

8.1 Indemnity. Mortgagor shall indemnify, defend, and hold Mortgagee harmless from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or relating to any environmental condition on, under, or migrating to or from the Property, including any violation of Environmental Laws. This indemnity shall survive foreclosure, deed in lieu, release of this Mortgage, and repayment of the Loan.

9. EVENTS OF DEFAULT

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

a. Monetary Default. Failure to pay any amount due under the Note or other Secured Obligations within [GRACE PERIOD – e.g., 10 calendar days] after the due date.
b. Covenant Default. Failure to comply with any covenant under this Mortgage or the Loan Documents, continuing for [CURE PERIOD – e.g., 30 calendar days] after notice.
c. Misrepresentation. Any representation or warranty proves materially false or misleading.
d. Insolvency. Mortgagor’s bankruptcy or assignment for the benefit of creditors.
e. Casualty or Condemnation. Failure to apply insurance or condemnation proceeds as required.
f. Cross-Default. Any default under any other Loan Document or any other indebtedness owing to Mortgagee.

10. REMEDIES

10.1 Acceleration. Upon an Event of Default, Mortgagee may declare the Secured Obligations immediately due and payable without further notice.

10.2 Judicial Foreclosure. Mortgagee may commence an action for judicial foreclosure under Nevada law, obtain a decree of sale, and cause the Property to be sold by the sheriff or other officer as provided by Applicable Law.

10.3 Receiver. Pending foreclosure, Mortgagee shall be entitled to the appointment of a receiver to collect rents and preserve the Property.

10.4 Right of Redemption. Mortgagor acknowledges that Nevada law affords a statutory right of redemption for a period (currently one year) after judicial foreclosure sale. Nothing herein shall extend or waive such statutory period.

10.5 Deficiency Judgment. Subject to Nevada’s statutory limitations (including the six-month filing window and fair-market-value credit), Mortgagee may seek a deficiency judgment capped at the lesser of (a) the unpaid Secured Obligations, and (b) the difference between the credit bid or fair market value (whichever is higher) and the Secured Obligations.

10.6 Additional Rights. Mortgagee may exercise any other right or remedy available at law or in equity, all of which shall be cumulative.

10.7 Application of Proceeds. Foreclosure sale proceeds shall be applied in the order set forth by Applicable Law, and any surplus shall be paid to the persons legally entitled thereto.

10.8 Attorneys’ Fees and Costs. Mortgagor shall pay all reasonable attorneys’ fees, court costs, and expenses incurred by Mortgagee in enforcing or protecting its rights.

11. RISK ALLOCATION

11.1 Indemnification by Borrower. In addition to Section 8, Mortgagor shall indemnify, defend, and hold Mortgagee and its affiliates harmless from all claims, causes of action, damages, liabilities, penalties, and expenses (including reasonable attorneys’ fees) arising out of (a) Mortgagor’s breach or alleged breach of any obligation under the Loan Documents, (b) ownership, operation, or condition of the Property, or (c) any negligence or willful misconduct of Mortgagor or its agents.

11.2 Limitation of Liability. Mortgagee’s total liability in connection with the Loan and the Loan Documents shall not exceed, in the aggregate, the Secured Obligations outstanding at the time any claim arises. Notwithstanding anything to the contrary, Mortgagee shall not be liable for any indirect, consequential, special, or punitive damages.

11.3 Force Majeure. Neither party shall be liable for failure to perform (other than monetary obligations) due to acts of God, war, terrorism, pandemic, governmental orders, or other causes beyond its reasonable control; provided, however, that nothing herein shall excuse timely payment of the Secured Obligations.

12. DISPUTE RESOLUTION

12.1 Governing Law. This Mortgage and the Secured Obligations shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflicts-of-laws principles.

12.2 Forum Selection. The parties submit to the exclusive jurisdiction of the state courts sitting in [COUNTY], Nevada for any action arising out of or relating to this Mortgage, except as otherwise required for foreclosure of out-of-county Property.

12.3 Arbitration Excluded. The parties expressly agree that mandatory arbitration shall NOT apply.

12.4 Jury Trial Waiver. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF OR RELATING TO THIS MORTGAGE OR ANY OF THE SECURED OBLIGATIONS.

12.5 Injunctive Relief. Mortgagee shall be entitled to seek specific performance, injunctive relief, or other equitable remedies, including foreclosure, without the necessity of proving actual damages or posting bond (unless required by Applicable Law).

13. GENERAL PROVISIONS

13.1 Amendments; Waivers. No amendment or waiver of any provision of this Mortgage shall be effective unless in writing and signed by the party against whom the amendment or waiver is sought to be enforced. No waiver shall be deemed a continuing waiver.

13.2 Assignment. Mortgagee may assign or participate the Loan Documents without notice to or consent of Mortgagor (except as may be limited by Applicable Law). Mortgagor may not assign any rights hereunder without Mortgagee’s prior written consent.

13.3 Successors and Assigns. This Mortgage shall bind and inure to the benefit of the parties and their respective heirs, successors, permitted assigns, and legal representatives.

13.4 Severability. If any provision is determined unenforceable, the remaining provisions shall remain in full force, and the invalid provision shall be reformed to the minimum extent necessary to comply with Applicable Law while maintaining the parties’ original intent.

13.5 Merger; Integration. The Loan Documents collectively constitute the entire agreement between the parties concerning the subject matter and supersede all prior or contemporaneous agreements, representations, or understandings.

13.6 Counterparts; Electronic Signatures. This Mortgage may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered electronically or by facsimile shall be deemed original signatures to the fullest extent permitted by Applicable Law.

13.7 Notices. All notices shall be in writing and delivered in accordance with [NOTICE PROVISION – include method, addresses, and deemed-received rules].

13.8 Recording. Mortgagee is authorized to record this Mortgage (and any modifications) in the official records of the county where the Property is located. Mortgagor shall pay all recording fees and real property transfer taxes (if any).

14. EXECUTION BLOCK

IN WITNESS WHEREOF, the parties have executed this Mortgage as of the Effective Date.

[// GUIDANCE: Confirm corporate authority resolutions, and attach if customarily recorded in your jurisdiction.]

NOTARY ACKNOWLEDGMENT

[Notary block must comply with NRS Chapter 240 and county formatting requirements. Insert appropriate individual or entity acknowledgment with space for stamp/seal.]

15. EXHIBIT A – LEGAL DESCRIPTION OF THE PROPERTY

[Insert full legal description; include Assessor’s Parcel Number.]

16. EXHIBIT B – PERMITTED ENCUMBRANCES

1. Real property taxes and assessments not yet due and payable.
2. Easements, covenants, and restrictions of record that do not materially interfere with Mortgagee’s intended use or value of the Property.
3. [ADDITIONAL ITEMS, IF ANY]

[// GUIDANCE: After preparation, run an internal defined-term cross-check, confirm all bracketed placeholders are completed, verify acknowledgment block is jurisdiction-compliant, and obtain lender counsel approval prior to closing.]