MORTGAGE AGREEMENT

(Mortgage, Security Agreement, Assignment of Rents and Leases & Fixture Filing)

State of Ohio

[// GUIDANCE: This template is drafted to comply with Ohio real-property law, including judicial-foreclosure procedures under Ohio Rev. Code ch. 2329. Confirm all bracketed terms before execution and recordation.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Granting Clause & Operative Provisions
4. Representations & Warranties
5. Covenants & Restrictions
6. Defaults & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution & Acknowledgment
11. Exhibit A – Legal Description

1. DOCUMENT HEADER

Mortgage (the “Mortgage”) dated as of [EFFECTIVE DATE] (the “Effective Date”) by and between:

• [BORROWER LEGAL NAME], a [STATE] [ENTITY TYPE] with its principal place of business at [ADDRESS] (“Borrower”); and
• [LENDER LEGAL NAME], a [STATE] [ENTITY TYPE], duly authorized to transact business in Ohio, with its principal place of business at [ADDRESS] (“Lender”).

1.1 Recitals

A. Borrower is indebted to Lender pursuant to that certain Promissory Note of even date (the “Note”) in the original principal amount of [SECURED DEBT AMOUNT].
B. Borrower is the fee-simple owner of the real property described in Exhibit A (the “Land”).
C. Borrower wishes to secure payment and performance of the Secured Obligations (defined below) by granting Lender a first-priority mortgage lien on the Land and related collateral.
D. The parties therefore agree as follows.

2. DEFINITIONS

The following terms, alphabetically listed, have the meanings set forth below. Terms defined in the singular include the plural and vice-versa.

“Applicable Law” – All federal, state (including, without limitation, the Ohio Revised Code and Ohio Administrative Code), and local statutes, regulations, ordinances, and common-law principles applicable to the Property, Borrower, or the transactions contemplated herein.

“Event of Default” – Any occurrence described in Section 6.1.

“Improvements” – All existing and future buildings, structures, fixtures, additions, alterations, and replacements located on the Land.

“Permitted Encumbrances” – Those matters approved in writing by Lender and/or listed on Schedule 1 hereto.

“Property” – Collectively, the Land, Improvements, fixtures, tenements, hereditaments, easements, appurtenances, leases, Rents, and Personal Property (as defined below).

“Rents” – All present and future rents, income, royalties, issues, and profits derived from the Property.

“Secured Obligations” – (a) All principal, interest, late charges, and other amounts owing under the Note; (b) all obligations under this Mortgage and any other Loan Documents; and (c) all renewals, modifications, extensions, or replacements thereof.

“Redemption Period” – The statutory period prior to confirmation of a judicial sale during which Borrower may redeem the Property pursuant to Ohio Rev. Code § 2329.33.

[// GUIDANCE: Add additional definitions as needed for your transaction.]

3. GRANTING CLAUSE & OPERATIVE PROVISIONS

3.1 Grant of Mortgage & Security Interest

For valuable consideration and to secure payment and performance of the Secured Obligations, Borrower hereby:

(a) Grants, bargains, sells, conveys, mortgages, and warrants to Lender, with power of sale as permitted by Ohio law, all of Borrower’s right, title, and interest in the Property; and

(b) Grants to Lender a security interest under Article 9 of the Uniform Commercial Code in all personal property, fixtures, and equipment now or hereafter affixed to, placed upon, or used in connection with the Land (the “Personal Property”), together with all proceeds thereof.

This instrument constitutes a “fixture filing” for purposes of the UCC. Borrower is the record owner of the Property. The county recording data for fixture-filing purposes is: [COUNTY], Ohio.

3.2 Assignment of Leases & Rents

Borrower absolutely and unconditionally assigns to Lender all Leases (whether oral or written) of the Property and all Rents. Lender grants to Borrower a revocable license to collect Rents until an Event of Default.

3.3 Future Advances (Optional)

[// GUIDANCE: Include if securing revolving credit.] This Mortgage secures future advances up to the maximum principal sum of [MAXIMUM SECURED AMOUNT], with priority effective as of the recording date.

3.4 Conditions Precedent

Lender’s obligations to make any advance are subject to satisfaction of all conditions precedent under the Loan Documents, including delivery of title insurance, evidence of insurance, and executed originals of this Mortgage for recording.

4. REPRESENTATIONS & WARRANTIES

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

4.1 Authority & Enforceability – Borrower is duly organized, in good standing, and has full power to execute and deliver this Mortgage; this Mortgage constitutes a legal, valid, and binding obligation enforceable against Borrower.

4.2 Title – Borrower holds indefeasible fee-simple title to the Land, free of liens except Permitted Encumbrances.

4.3 Compliance with Laws – The Property is in material compliance with all Applicable Law, including zoning, building codes, and environmental regulations.

4.4 No Litigation – Except as disclosed on Schedule 2, no litigation or proceeding affecting the Property or Borrower is pending or, to Borrower’s knowledge, threatened.

4.5 Taxes & Assessments – All real-estate taxes and assessments due and owing have been paid or are not yet delinquent.

4.6 Environmental – Borrower has no knowledge of any Hazardous Materials (as defined by CERCLA and state analogs) affecting the Property except as disclosed in any environmental report delivered to Lender.

All representations and warranties survive until the Secured Obligations are indefeasibly paid in full.

5. COVENANTS & RESTRICTIONS

5.1 Payment – Borrower shall duly and punctually pay the Secured Obligations when due.

5.2 Taxes & Assessments – Borrower shall pay before delinquency all taxes, assessments, and governmental charges on the Property.

5.3 Insurance – Borrower shall maintain insurance against fire, extended-coverage perils, vandalism, liability, and such other risks and amounts as Lender reasonably requires, naming Lender as mortgagee and loss payee.

5.4 Maintenance & Waste – Borrower shall keep the Property in good repair, shall not commit or permit waste, and shall comply with all Applicable Law.

5.5 Books & Records; Inspection – Borrower shall maintain complete books regarding the Property and permit Lender (after reasonable notice) to inspect the Property and such books.

5.6 Transfer Restrictions – Without Lender’s prior written consent, Borrower shall not transfer any interest in the Property or permit any subordinate lien, except Permitted Encumbrances.

5.7 Notice of Material Matters – Borrower shall promptly notify Lender of any Event of Default, material casualty, condemnation, or governmental action affecting the Property.

5.8 Further Assurances – Borrower shall execute, acknowledge, and deliver any instruments necessary to carry out the intent of this Mortgage.

6. DEFAULTS & REMEDIES

6.1 Events of Default

Any of the following constitutes an Event of Default:

(a) Failure to pay any monetary Secured Obligation when due;
(b) Breach of any non-monetary covenant that remains uncured for [30] days after notice;
(c) Any representation proves materially false;
(d) Insolvency or bankruptcy of Borrower;
(e) Unauthorized transfer of the Property;
(f) Any other default under the Loan Documents after applicable cure periods.

6.2 Remedies Upon Default

Upon any Event of Default, Lender may, subject to Ohio law:

1. Acceleration – Declare the Secured Obligations immediately due and payable.
2. Judicial Foreclosure – Commence an action to foreclose this Mortgage in accordance with Ohio R. Civ. P. 65 and Ohio Rev. Code §§ 2329.01 et seq.
3. Appointment of Receiver – Seek appointment of a receiver under Ohio Rev. Code § 2735.01.
4. Collect Rents – Terminate Borrower’s license to collect Rents and apply Rents to the Secured Obligations.
5. Deficiency Judgment – Following foreclosure sale and application of proceeds, pursue a deficiency judgment to the extent permitted by Ohio Rev. Code § 2329.08, provided that Borrower’s liability shall not exceed the Secured Debt Amount.
6. Other Remedies – Exercise any rights available at law or in equity.

6.3 Foreclosure Procedures; Sale Terms

Lender shall cause the Property to be appraised pursuant to Ohio Rev. Code § 2329.17 and sold by sheriff or private selling officer under § 2329.26. No bid less than two-thirds of the appraised value will be accepted.

6.4 Right of Redemption

Borrower acknowledges its statutory right to redeem the Property at any time prior to confirmation of the sale in accordance with Ohio Rev. Code § 2329.33. Nothing herein shall be construed as a waiver or limitation of such statutory right.

6.5 Application of Proceeds

Proceeds of any sale or collection shall be applied: (a) to costs of sale and reasonable attorneys’ fees; (b) to accrued interest; (c) to unpaid principal; (d) to any other Secured Obligations; and (e) the balance, if any, to Borrower or as otherwise required by law.

7. RISK ALLOCATION

7.1 Indemnification

Borrower shall indemnify, defend, and hold harmless Lender and its affiliates, officers, directors, employees, and agents from and against any and all losses, liabilities, claims, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) the ownership, operation, or condition of the Property, (b) any breach or misrepresentation by Borrower, or (c) the presence, release, or remediation of Hazardous Materials; provided that Borrower’s aggregate liability under this Section 7.1 shall not exceed the Secured Debt Amount.

7.2 Limitation of Liability

Neither party shall be liable to the other for consequential or punitive damages, except to the extent arising from willful misconduct.

7.3 Insurance & Risk Transfer

Insurance proceeds shall, at Lender’s election, be applied to restoration of the Property or to repayment of the Secured Obligations.

7.4 Force Majeure

Deadlines (other than payment obligations) are extended for the period of any delay caused by force majeure events beyond the reasonable control of the delayed party.

8. DISPUTE RESOLUTION

8.1 Governing Law – This Mortgage and the Secured Obligations shall be governed by and construed in accordance with the laws of the State of Ohio without regard to conflict-of-law principles.

8.2 Forum Selection – Borrower irrevocably submits to the exclusive jurisdiction of the Ohio state courts situated in [COUNTY], Ohio, and agrees that venue is proper therein.

8.3 Arbitration – Arbitration is expressly excluded.

8.4 Jury Waiver – To the fullest extent permitted by Ohio law, each party knowingly, voluntarily, and irrevocably waives trial by jury in any action arising out of this Mortgage. If such waiver is unenforceable under then-applicable Ohio law, the parties agree to seek expedited bench trial procedures.

8.5 Injunctive Relief – Nothing herein limits Lender’s right to seek injunctive or equitable relief, including specific performance or foreclosure.

9. GENERAL PROVISIONS

9.1 Amendments; 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 and the Loan Documents without Borrower’s consent; Borrower may not assign any rights without Lender’s prior written consent.

9.3 Successors & Assigns – This Mortgage binds and benefits the parties and their respective successors and permitted assigns.

9.4 Severability – Any invalid provision shall be severed and the remainder construed to effectuate the parties’ intent.

9.5 Merger – This Mortgage, together with the Loan Documents, constitutes the entire agreement regarding the subject matter and supersedes all prior agreements.

9.6 Notices – All notices must be in writing and delivered by hand, certified mail (return receipt requested), or nationally recognized overnight courier to the parties’ addresses stated above (or as later designated).

9.7 Counterparts; Electronic Signatures – This Mortgage may be executed in multiple counterparts, each of which is deemed an original. Signatures transmitted by electronic means have the same force as originals.

9.8 Recording – Borrower shall pay all recording taxes, fees, and charges incident to recording this Mortgage.

9.9 Time of Essence – Time is of the essence for all obligations herein.

10. EXECUTION & ACKNOWLEDGMENT

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

BORROWER:
[BORROWER LEGAL NAME]
By: _____
Name: _____
Title: ________

Date: ________

LENDER:
[LENDER LEGAL NAME]
By: _____
Name: _____
Title: ________

Date: ________

10.1 Notarial Acknowledgment (Ohio)

STATE OF OHIO )
: SS
COUNTY OF [COUNTY] )

On this ___ day of _, 20_, before me, the undersigned notary public, personally appeared ____, who acknowledged that (s)he is the ______ of [BORROWER LEGAL NAME], and that (s)he executed the foregoing instrument on behalf of said entity and by its authority.

Notary Public
My commission expires: ______

[// GUIDANCE: Repeat acknowledgment block for Lender if required by local recording practice.]

11. EXHIBIT A – LEGAL DESCRIPTION

[INSERT OR ATTACH FULL METES-AND-BOUNDS OR PLAT DESCRIPTION OF THE LAND. Verify accuracy with survey and title commitment.]

[// GUIDANCE: Prior to closing, confirm:
1. Title insurance with first-lien endorsement;
2. Proper entity authority documents;
3. Compliance with Ohio R.C. ch. 5301 for form and acknowledgement;
4. Completion of UCC fixture filing cover sheet if required by county recorder;
5. Tax & recording cost estimates.]

Prepared by: [DRAFTER NAME, FIRM, ADDRESS]

© [YEAR] [LAW FIRM NAME]. All rights reserved.