MORTGAGE AND SECURITY AGREEMENT

(Rhode Island Real Property)

[// GUIDANCE: This template is designed for use in Rhode Island only. Practitioners must verify all statutory references and county-specific recording requirements before final execution.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Grant of Mortgage & Security Interest
4. Obligations Secured
5. Representations & Warranties
6. Covenants & Restrictions
7. Default & Remedies
8. Risk Allocation
9. Dispute Resolution
10. General Provisions
11. Execution Block

1. DOCUMENT HEADER

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

• [BORROWER LEGAL NAME], a [STATE OF ORGANIZATION/INDIVIDUAL] (“Mortgagor”), having an address at [ADDRESS], and

• [LENDER LEGAL NAME], a [STATE OF ORGANIZATION] (“Mortgagee”), having an address at [ADDRESS].

Recitals
A. Mortgagor is indebted to Mortgagee under that certain Promissory Note dated [DATE] in the original principal amount of [PRINCIPAL AMOUNT] (the “Note”).
B. Mortgagor desires to secure performance of the Obligations (as defined below) by granting to Mortgagee a first priority mortgage lien on the Property (as defined below).
C. The parties intend that this Mortgage comply with Title 34 of the Rhode Island General Laws and all other applicable laws.

2. DEFINITIONS

For all purposes of this Mortgage:

“Debt” means the unpaid principal of, accrued interest on, and any other amounts due under the Note, this Mortgage, or any other Loan Document.

“Default Rate” means the interest rate specified in the Note applicable after an Event of Default.

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

“Fixtures” has the meaning given in R.I. Gen. Laws § 6A-9-102 and includes all goods that are or are to become attached to or incorporated in the Improvements.

“Improvements” means all buildings, structures, and other improvements now or hereafter located on the Land.

“Land” means the real property described in Exhibit A attached hereto.

“Loan Documents” means collectively the Note, this Mortgage, and any other instruments now or hereafter executed in connection with the Debt.

“Obligations” means (a) the Debt; (b) all covenants, duties, and agreements of Mortgagor contained in the Loan Documents; and (c) all renewals, extensions, or modifications thereof.

“Property” means the Land, Improvements, Fixtures, leases, rents, profits, insurance proceeds, condemnation awards, and all other collateral described in Section 3.1.

“Secured Debt Amount” means, at any time, the then-outstanding principal, interest, fees, costs, and other sums secured hereby, but in no event more than the original principal amount of the Note plus accrued interest.

[// GUIDANCE: Add additional defined terms as needed for complex transactions.]

3. OPERATIVE PROVISIONS

3.1 Grant of Mortgage and Security Interest

For good and valuable consideration, Mortgagor hereby irrevocably:

a. GRANTS, BARGAINS, SELLS, CONVEYS, ALIENATES, and MORTGAGES to Mortgagee, with mortgage covenants as provided in R.I. Gen. Laws § 34-11-24, the Property; and

b. ASSIGNS to Mortgagee all leases, rents, profits, and proceeds of the Property, together with a security interest under Article 9 of the Uniform Commercial Code as adopted in Rhode Island (R.I. Gen. Laws § 6A-9-101 et seq.) in all personal property and Fixtures forming part of the Property;

to secure the Obligations.

3.2 Conditions Precedent

Mortgagee’s obligations to make any loan advance are conditioned upon (i) recordation of this Mortgage, (ii) title insurance in form and amount acceptable to Mortgagee, and (iii) satisfaction of all other conditions set forth in the Loan Documents.

3.3 Payment Terms

Mortgagor shall pay the Debt in lawful money of the United States in the manner and at the times specified in the Note.

4. REPRESENTATIONS & WARRANTIES

Mortgagor represents and warrants to Mortgagee that, as of the Effective Date and continuing so long as any Obligations remain outstanding:

4.1 Title. Mortgagor is the lawful owner of the Property in fee simple, free and clear of all liens except those permitted in Schedule 1.

4.2 Authority. Mortgagor has full power and authority to execute and deliver this Mortgage and to perform the Obligations.

4.3 Enforceability. This Mortgage constitutes a legal, valid, and binding obligation of Mortgagor enforceable in accordance with its terms.

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

4.5 Survival. The representations and warranties in this Section shall survive foreclosure, deed in lieu, or any transfer of the Property.

5. COVENANTS & RESTRICTIONS

5.1 Payment and Performance. Mortgagor shall pay the Debt and perform all Obligations when due.

5.2 Maintenance. Mortgagor shall maintain the Property in good condition, make all necessary repairs, and not commit or permit waste.

5.3 Taxes and Assessments. Mortgagor shall pay prior to delinquency all real estate taxes, assessments, and other impositions on the Property.

5.4 Insurance. Mortgagor shall keep the Improvements insured against loss or damage by fire and other hazards in amounts and with insurers acceptable to Mortgagee, naming Mortgagee as mortgagee/loss payee.

5.5 Negative Covenants. Without Mortgagee’s prior written consent, Mortgagor shall not (a) remove any material portion of the Improvements or Fixtures; (b) create any lien senior to or on parity with this Mortgage; or (c) transfer any interest in the Property except as expressly permitted herein.

5.6 Notice and Cure. Mortgagor shall promptly notify Mortgagee of any Event of Default and, upon request, provide evidence of cure.

6. DEFAULT & REMEDIES

6.1 Events of Default

Each of the following shall constitute an “Event of Default”:

a. Failure to make any payment of principal, interest, or other amount when due;
b. Breach of any covenant contained in the Loan Documents and continuance beyond applicable cure periods;
c. Any representation proves materially false;
d. Bankruptcy or insolvency of Mortgagor;
e. Abandonment or waste of the Property.

6.2 Notice and Cure Periods

Except in the case of monetary defaults (5-day cure) or waste (no cure), Mortgagee shall give Mortgagor written notice of default and a 30-day period to cure before exercising remedies.

6.3 Remedies

Upon any uncured Event of Default, Mortgagee may, in any order and without limitation:

1. Accelerate the Debt;
2. Enter and take possession of the Property;
3. Commence foreclosure under the statutory power of sale pursuant to R.I. Gen. Laws § 34-27-1 et seq.;
4. Seek appointment of a receiver;
5. Collect rents directly;
6. Exercise all rights of a secured party under the UCC; and
7. Recover all costs of enforcement, including reasonable attorneys’ fees.

6.4 Foreclosure Procedures (RI-Specific)

Mortgagee shall publish and serve all notices required by R.I. Gen. Laws §§ 34-27-4 and 34-27-5, conduct the foreclosure auction in the city/town where the Land lies, and record the foreclosure deed and affidavit as required by § 34-11-22.

6.5 Right of Redemption (Statutory)

Under Rhode Island law, Mortgagor’s equity of redemption terminates upon the lawful foreclosure sale. Mortgagor retains no post-sale statutory right of redemption. Nothing herein shall be construed to create a contractual right of redemption beyond that provided by statute.

[// GUIDANCE: If parties wish to provide a contractual reinstatement window, add language here.]

6.6 Deficiency Judgment Rules (RI-Specific)

If the foreclosure sale proceeds are insufficient to satisfy the Debt, Mortgagee may pursue a deficiency judgment against Mortgagor in accordance with R.I. Gen. Laws § 34-27-6, provided suit is commenced within 3 years after the foreclosure deed is recorded.

7. RISK ALLOCATION

7.1 Indemnification (Borrower Obligations)
Mortgagor shall indemnify, defend, and hold harmless Mortgagee and its affiliates from and against any loss, liability, claim, damage, or expense (including reasonable attorneys’ fees) arising out of or related to (a) the ownership, condition, operation, or use of the Property, (b) any breach of the Loan Documents, or (c) the presence or release of hazardous substances, except to the extent caused by Mortgagee’s gross negligence or willful misconduct.

7.2 Limitation of Liability
Notwithstanding anything to the contrary in any Loan Document, Mortgagor’s aggregate monetary liability shall not exceed the Secured Debt Amount; provided, however, that the foregoing cap shall not apply to losses arising from fraud, misappropriation of rents, or environmental indemnity obligations.

7.3 Insurance Requirements
Mortgagor shall maintain the insurance described in Section 5.4, with policies endorsed to provide that they may not be cancelled or materially modified without at least 30 days’ prior written notice to Mortgagee.

7.4 Force Majeure
Deadlines for performance (other than payment of money) shall be extended to the extent performance is prevented by events beyond the reasonable control of the performing Party, including acts of God, war, terrorism, or governmental orders.

8. DISPUTE RESOLUTION

8.1 Governing Law
This Mortgage shall be governed by and construed in accordance with the laws of the State of Rhode Island, without regard to its conflict-of-laws rules.

8.2 Forum Selection
Each Party irrevocably submits to the exclusive jurisdiction of the state courts located in [COUNTY], Rhode Island for any action arising out of or relating to the Loan Documents.

8.3 Arbitration
The Parties expressly agree that no dispute shall be submitted to arbitration.

8.4 Jury Trial Waiver
[OPTIONAL—VERIFY ENFORCEABILITY UNDER CURRENT RI LAW] EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THE LOAN DOCUMENTS.

8.5 Injunctive Relief
Nothing herein limits Mortgagee’s right to seek injunctive or equitable relief, including foreclosure, specific performance, or appointment of a receiver.

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
Mortgagee may assign or participate its interest, in whole or in part, without Mortgagor’s consent. Mortgagor may not assign any interest without Mortgagee’s prior written consent.

9.3 Successors and Assigns
This Mortgage binds and benefits the Parties and their respective successors and assigns.

9.4 Severability
If any provision is unenforceable, the remainder shall be enforced to the maximum extent permitted by law.

9.5 Integration
The Loan Documents collectively contain the entire agreement between the Parties with respect to the subject matter and supersede all prior agreements.

9.6 Counterparts; Electronic Signatures
This Mortgage may be executed in counterparts, each of which is an original and all of which constitute one instrument. Signatures in facsimile, PDF, or electronic form are deemed original.

10. EXECUTION BLOCK

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

MORTGAGOR

[BORROWER LEGAL NAME]
By: ______
Name: ____
Title: _____

MORTGAGEE

[LENDER LEGAL NAME]
By: ______
Name: ____
Title: _____

WITNESSES (if required for recordation)

Witness 1: ___
Printed Name: ______

Witness 2: ___
Printed Name: ______

NOTARY ACKNOWLEDGMENT (Rhode Island)

State of Rhode Island
County of ____

On this _ day of _, 20, before me, the undersigned notary public, personally appeared ____, personally known to me or proved to me through satisfactory evidence of identification, to be the person(s) whose name(s) is/are signed on the preceding or attached instrument, and acknowledged to me that he/she/they executed the same for the purposes therein contained.

Notary Public
My Commission Expires: ______

EXHIBIT A

(Legal Description of Land)

SCHEDULE 1

(Permitted Liens)

[// GUIDANCE: Attach title company Schedule B-II as Schedule 1.]

END OF DOCUMENT