MORTGAGE AND SECURITY AGREEMENT

(State of South Carolina – Judicial Foreclosure)

[// GUIDANCE: This template is drafted for a South Carolina judicial mortgage (not a deed-of-trust). Verify all bracketed items before use, attach a full legal description as Schedule A, and record in the county where the Property lies. South Carolina requires TWO disinterested witnesses plus a notary acknowledgment on the original signature page for recordation.]

DOCUMENT HEADER

Date: [EFFECTIVE DATE]
Borrower (Mortgagor): [BORROWER LEGAL NAME & TYPE] – Address: [BORROWER ADDRESS]
Lender (Mortgagee): [LENDER LEGAL NAME & TYPE] – Address: [LENDER ADDRESS]
Note: Promissory Note dated the same date as this Mortgage in the original principal amount of $[SECURED DEBT AMOUNT] (the “Note”).
Property: Real property located in the County of [COUNTY], State of South Carolina, more fully described on Schedule A (the “Property”).

Recitals
A. Borrower is indebted to Lender under the Note and other Loan Documents (collectively, the “Secured Obligations”).
B. Borrower desires to secure payment and performance of the Secured Obligations by granting Lender a first-priority mortgage lien on the Property.

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

TABLE OF CONTENTS

I. Definitions
II. Grant of Mortgage & Assignment of Rents
III. Secured Obligations; Payment Covenants
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Defaults & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block
Schedule A – Legal Description
Schedule B – Permitted Encumbrances

I. DEFINITIONS

“Event of Default” – see §VI.1.
“Impositions” – all real estate taxes, assessments, water/sewer charges and all other governmental levies on the Property.
“Loan Documents” – this Mortgage, the Note and all other instruments evidencing or securing the loan.
“Permitted Encumbrances” – items listed on Schedule B and any other lien expressly approved in writing by Lender.
“Property” – the real estate, improvements, fixtures, appurtenances, leases and rents described in the Granting Clause.
“Secured Obligations” – all principal, interest, fees, costs and other amounts owing under the Loan Documents.
[// GUIDANCE: Add transaction-specific terms as needed.]

II. GRANT OF MORTGAGE & ASSIGNMENT OF RENTS

1. Granting Clause. Borrower bargains, sells, conveys and mortgages to Lender, with power of sale to the extent permitted by South Carolina law, the Property together with:
   a. all buildings, structures, fixtures and improvements now or later located thereon;
   b. all easements, rights-of-way, tenements, hereditaments and appurtenances;
   c. all fixtures, machinery, equipment and other personal property affixed to or used in connection with the Property;
   d. all leases and subleases (present or future), and all rents, issues and profits (collectively, “Rents”); and
   e. all proceeds (insurance, condemnation or otherwise) of any of the foregoing.

2. Assignment of Rents. Borrower absolutely assigns all Rents to Lender. Until default and notice by Lender, Borrower may collect and retain Rents. After notice, Lender may collect Rents without taking possession. This assignment is intended to be present and absolute, not merely as additional security.

III. SECURED OBLIGATIONS; PAYMENT COVENANTS

1. Secured Obligations. This Mortgage secures the Note and all other present or future obligations of Borrower to Lender, including protective advances and enforcement costs.
2. Promise to Pay & Perform. Borrower shall (a) pay the Secured Obligations when due, and (b) strictly perform all covenants in the Loan Documents.

IV. REPRESENTATIONS & WARRANTIES

Borrower represents and warrants that, as of the Effective Date and while any Secured Obligation remains outstanding:
1. Organization & Authority. Borrower is duly organized, validly existing and in good standing under the laws of its formation state and qualified to do business in South Carolina; execution of this Mortgage is duly authorized.
2. Title. Borrower holds fee-simple title to the Property free of all liens except Permitted Encumbrances.
3. Compliance. The Property’s current use complies in all material respects with all applicable zoning, building, environmental and other laws.
4. Taxes Paid. All Impositions due as of the Effective Date have been paid or will be paid before delinquency.
5. No Litigation. No litigation or proceeding is pending or threatened that could materially impair Borrower’s performance or Lender’s lien.
[// GUIDANCE: Include additional reps (environmental, ERISA, etc.) as appropriate.]

V. COVENANTS & RESTRICTIONS

1. Taxes & Impositions. Pay all Impositions before interest or penalty accrues and deliver paid receipts upon request.
2. Insurance. Maintain all-risk property insurance (full replacement value), commercial general liability, and flood insurance if required; name Lender as mortgagee/loss payee; 30-day written notice of cancellation.
3. Maintenance. Keep the Property in good repair, free of waste, and comply with all laws.
4. Alterations. No material structural alterations without Lender’s prior written consent.
5. Transfer Restrictions. No sale, transfer, conveyance or additional encumbrance of the Property or change of control of Borrower without Lender’s prior written consent, except as expressly permitted in writing.
6. Books & Records; Inspection. Keep accurate books relating to the Property; permit Lender to inspect upon reasonable notice.
7. Environmental. Comply with all environmental laws; prohibit the use, handling or disposal of Hazardous Materials except in accordance with applicable law; promptly remediate any contamination.
8. Further Assurances. Execute and deliver any additional documents reasonably requested to perfect or continue Lender’s lien.

VI. DEFAULTS & REMEDIES

1. Events of Default.
   a. Failure to pay any Secured Obligation when due.
   b. Breach of any covenant, representation or warranty in any Loan Document, uncured ten (10) days (monetary) or thirty (30) days (non-monetary) after written notice (subject to a 60-day overall cap if timely and diligently cured).
   c. Bankruptcy or insolvency of Borrower or any guarantor.
   d. Entry of a judgment against Borrower or any guarantor for more than $[THRESHOLD] that is not bonded or vacated within 30 days.
   e. Any event that materially impairs the value of the Property or Lender’s security.

2. Remedies (cumulative). Upon any Event of Default Lender may:
   a. Declare all Secured Obligations immediately due and payable.
   b. Commence judicial foreclosure in a South Carolina court, obtain a decree and sell the Property.
   c. Apply for appointment of a receiver.
   d. Enforce the Assignment of Rents.
   e. Seek specific performance, injunction or other equitable relief without posting bond to the extent permitted by law.
   f. Pursue a deficiency judgment for any balance remaining after application of foreclosure proceeds, subject to Borrower’s statutory appraisal rights.

3. Right of Redemption. Borrower acknowledges South Carolina provides no statutory right of redemption after foreclosure sale confirmation and waives any equitable right of redemption to the fullest extent permitted by law.

VII. RISK ALLOCATION

1. Indemnification. Borrower shall indemnify, defend and hold the Lender Parties harmless from all claims, losses and expenses arising out of (i) the Loan Documents, (ii) ownership or operation of the Property, or (iii) Borrower’s breach, except to the extent caused by the gross negligence or willful misconduct of the indemnitee.
2. Liability Cap. Lender’s aggregate liability to Borrower under the Loan Documents shall not exceed the outstanding principal balance of the Secured Obligations or the value of the Property, whichever is less; neither party shall be liable for consequential or punitive damages.
3. Force Majeure. Performance (other than monetary) is excused during events beyond the performing party’s reasonable control, not exceeding 180 days, with prompt notice and diligent mitigation.

VIII. DISPUTE RESOLUTION

1. Governing Law. This Mortgage is governed by the laws of the State of South Carolina and applicable federal law.
2. Forum Selection. Borrower irrevocably submits to the exclusive jurisdiction of state courts located in the county where the Property is situated for any action arising out of the Loan Documents.
3. Arbitration. Excluded unless the parties otherwise agree in a post-dispute written agreement.
4. Jury Waiver. [Bracketed Alternative – select based on counsel advice]
   OPTION A: BORROWER AND LENDER WAIVE TRIAL BY JURY IN ANY ACTION RELATING TO THE LOAN DOCUMENTS.
   OPTION B: [Intentionally omitted.]
5. Injunctive Relief. Nothing herein limits Lender’s right to seek provisional or equitable relief, including foreclosure.

IX. GENERAL PROVISIONS

1. Amendments & Waivers. Must be in a writing signed by the party to be bound; no course of dealing shall operate as a waiver.
2. Assignment. Lender may assign or participate its interest without Borrower’s consent; Borrower may not assign without Lender’s prior written consent.
3. Successors & Assigns. This Mortgage binds Borrower and its successors/assigns and benefits Lender and its successors/assigns.
4. Severability. Invalid provisions are modified to the minimum extent necessary; remaining provisions remain in force.
5. Merger. The Loan Documents constitute the entire agreement and supersede all prior understandings.
6. Notices. Written notices delivered (i) personally, (ii) by nationally recognized overnight courier, or (iii) by certified U.S. Mail, return-receipt requested, to the parties’ addresses above (or as later designated). Notices are effective upon delivery or refusal.
7. Counterparts; Electronic Signatures. May be executed in counterparts and by electronic signature with the same effect as originals.
8. Recording & Taxes. Borrower shall pay all recording costs, documentary taxes and associated fees.
9. Waiver of Homestead & Marshaling. Borrower waives all homestead exemptions and any right to require marshaling of collateral, to the maximum extent allowable.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, Borrower has executed this Mortgage as of the day and year first written above.

BORROWER:

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

LENDER:

[LENDER LEGAL NAME]
By: ____
Name: ____
Title: _________

NOTARY ACKNOWLEDGMENT & WITNESSES

State of South Carolina )
County of _____ )

The foregoing instrument was acknowledged before me this ___ day of _ 20_, by ____ as ______ of [BORROWER NAME] on behalf of said entity.

Notary Public for South Carolina
My Commission Expires: ______

Witness #1: ___
Witness #2: ___
[// GUIDANCE: Both witnesses must sign the same page as the mortgagor’s signature or as otherwise accepted by the local Register of Deeds.]

SCHEDULE A – LEGAL DESCRIPTION

[INSERT FULL METES-AND-BOUNDS OR PLAT REFERENCE DESCRIPTION HERE]

SCHEDULE B – PERMITTED ENCUMBRANCES

1. [Example: Easements shown on plat recorded in Plat Book , Page .]
2. [Add additional items or state “None.”]

[END OF DOCUMENT]