MORTGAGE AGREEMENT

(Utah — Single-Family, Non-Consumer Transaction)

[// GUIDANCE: This template is designed for a commercial or investment-purpose mortgage loan on Utah real property. For owner-occupied consumer loans, additional federal and state disclosures and restrictions apply (e.g., TILA, RESPA, HOEPA, Utah Residential Mortgage Practices and Licensing Act).]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

1. Parties
   1.1 Lender: [LENDER LEGAL NAME], a [STATE OF FORMATION] [ENTITY TYPE], with an address at [LENDER ADDRESS] (“Lender”).
   1.2 Borrower: [BORROWER LEGAL NAME], a [STATE OF FORMATION] [ENTITY TYPE / INDIVIDUAL], with an address at [BORROWER ADDRESS] (“Borrower”).
   1.3 Trustee (if any): [TRUSTEE NAME] (the “Trustee”), solely for record-keeping and foreclosure purposes where Utah law permits use of a trustee under a mortgage instrument.

2. Effective Date: [EFFECTIVE DATE] (“Effective Date”).

3. Property
   3.1 Street Address: [PROPERTY ADDRESS]
   3.2 County: [COUNTY], Utah
   3.3 Legal Description: See Exhibit A attached hereto and incorporated herein by reference (the “Property”).

4. Recitals
   A. Borrower is indebted to Lender under that certain Promissory Note dated as of even date herewith in the original principal amount of $[AMOUNT] (as amended, restated, extended, or replaced, the “Note”).
   B. Borrower desires to secure the Obligations (defined below) by granting Lender a first-priority mortgage lien on the Property.
   C. The parties enter into this Mortgage Agreement (this “Mortgage”) pursuant to, and intending to comply with, applicable Utah real estate law.

II. DEFINITIONS

For ease of reference, the following capitalized terms shall have the meanings set forth below (terms defined elsewhere have the same meaning throughout):

“Applicable Law” means all federal, state, county, and municipal statutes, regulations, ordinances, and judicial or administrative orders, including without limitation the Utah Code Annotated and the Utah Rules of Civil Procedure, as amended from time to time.

“Assessments” means all real property taxes, special assessments, and governmental charges relating to the Property.

“Debt” means the outstanding principal, accrued interest, fees, costs, protective advances, and all other amounts payable under the Note, this Mortgage, or any other Loan Document.

“Default Rate” has the meaning given to it in the Note.

“Environmental Laws” means all Applicable Law relating to pollution or protection of the environment or human health.

“Event of Default” has the meaning given in Section VI.1 below.

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

“Loan Documents” means collectively the Note, this Mortgage, and all other instruments executed in connection with the loan evidenced by the Note.

“Obligations” means the Debt and all of Borrower’s covenants, duties, indemnities, and agreements under the Loan Documents.

“Secured Debt Amount” means, at any time, the then outstanding Debt secured by this Mortgage, not to exceed $[MAXIMUM SECURED AMOUNT].

III. OPERATIVE PROVISIONS

1. Grant of Mortgage
   For good and valuable consideration, Borrower hereby irrevocably grants, bargains, sells, conveys, mortgages, and warrants to Lender, with power of sale to the extent permitted by Utah law, all of Borrower’s estate, right, title, and interest, now existing or hereafter acquired, in and to the Property, together with:
   a. all Improvements, fixtures, and appurtenances;
   b. all leases, rents, issues, profits, and income therefrom (collectively, the “Rents”); and
   c. all proceeds, substitutions, renewals, and replacements of any of the foregoing,
   to secure the prompt payment and performance of the Obligations.

2. Indebtedness Secured
   This Mortgage secures (a) the Note and all extensions, renewals, modifications, or replacements thereof, (b) all additional advances made by Lender to protect or preserve the Property or Lender’s security interest, and (c) all other Obligations.

3. Recording
   Borrower shall cause this Mortgage (and any assignment of leases, if separate) to be duly recorded in the real property records of the county where the Property is located. Borrower shall pay all recording fees, mortgage taxes, and documentary stamp taxes, if any.

4. Possession and Use
   Until an Event of Default, Borrower may remain in possession of the Property and collect and use the Rents, provided Borrower is not otherwise prohibited under any Lease or Applicable Law.

5. Insurance
   Borrower shall maintain (i) property insurance on an “all-risk” basis in an amount not less than 100% of full replacement cost, (ii) general liability insurance with limits of not less than $[LIMIT] per occurrence, and (iii) such other coverage as Lender may reasonably require. All policies shall name Lender as mortgagee and loss payee (or additional insured, as applicable) and provide for 30 days’ prior written notice to Lender of cancellation or material change.

6. Payment Terms
   Borrower shall pay the Debt in the manner and at the times set forth in the Note. All payments shall be in lawful money of the United States and applied in the order set forth in the Note.

7. Maturity
   The unpaid principal balance, together with all accrued interest and other sums due under the Loan Documents, shall be due and payable in full on [MATURITY DATE] (the “Maturity Date”) unless sooner required to be paid pursuant to any provision hereof or of the Note.

IV. REPRESENTATIONS & WARRANTIES

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

1. Authority and Enforceability: Borrower is duly organized, validly existing, and in good standing under the laws of its state of formation and has full power and authority to execute and deliver the Loan Documents and to perform its Obligations.

2. Title: Borrower is the legal and equitable owner of the Property, free and clear of all liens, claims, and encumbrances except those permitted by Lender in writing.

3. Compliance with Law: The Property and its present uses comply in all material respects with Applicable Law, including zoning, building codes, and Environmental Laws.

4. No Litigation: Except as disclosed in Schedule 4.4, no litigation, arbitration, or administrative proceeding is pending or, to Borrower’s knowledge, threatened against Borrower or the Property that would reasonably be expected to have a material adverse effect.

5. Financial Statements: All financial statements and information delivered by Borrower to Lender are true, correct, and complete in all material respects and fairly present Borrower’s financial condition.

6. Solvency: Borrower is solvent and will not be rendered insolvent by the loan evidenced by the Note.

7. Survival: All representations and warranties shall survive the execution and delivery of the Loan Documents and any foreclosure or transfer of the Property.

V. COVENANTS & RESTRICTIONS

1. Payment and Performance: Borrower shall timely pay and perform all Obligations.

2. Taxes and Assessments: Borrower shall pay, or cause to be paid, all Assessments before the same become delinquent, subject to Borrower’s right to contest in good faith, provided Borrower maintains adequate reserves or bonds.

3. Maintenance: Borrower shall keep the Property in good order and repair, free from waste, and shall not commit or permit any nuisance.

4. Leases
   a. Borrower shall not enter into, amend, or terminate any Lease of all or any portion of the Property without Lender’s prior written consent, except for bona fide arms-length leases on commercially reasonable terms not materially affecting value.
   b. All Leases shall expressly subordinate to this Mortgage and provide for attornment to Lender (or any purchaser at foreclosure).

5. Transfers: Borrower shall not sell, convey, transfer, or encumber any interest in the Property (other than Permitted Encumbrances) or any controlling interest in Borrower without Lender’s prior written consent. Any prohibited transfer shall constitute an Event of Default.

6. Environmental:
   a. Borrower shall comply with all Environmental Laws and shall not permit the release of Hazardous Materials on the Property.
   b. Borrower shall promptly notify Lender of any environmental investigation, claim, or condition affecting the Property.

7. Books and Records; Inspection: Borrower shall keep accurate books and records and permit Lender and its representatives, upon reasonable notice, to inspect the Property and such records.

8. Notice of Default: Borrower shall promptly notify Lender of any Event of Default or any event which, with notice or lapse of time, would constitute an Event of Default.

VI. DEFAULT & REMEDIES

1. Events of Default: The occurrence of any one or more of the following shall be an “Event of Default”:
   a. Failure to pay any installment of principal, interest, or other amount due under the Loan Documents when due;
   b. Breach of any covenant, representation, or warranty herein or in any other Loan Document, and failure to cure within 10 days (monetary defaults) or 30 days (non-monetary defaults) after written notice;
   c. Insolvency, bankruptcy, or assignment for the benefit of creditors by Borrower;
   d. Material adverse change in Borrower’s financial condition that, in Lender’s reasonable judgment, impairs Borrower’s ability to perform its Obligations;
   e. Occurrence of any default (however defined) under any other Loan Document or any other indebtedness owing by Borrower to Lender.

2. Notice and Cure
   Lender shall give Borrower written notice of any Event of Default, except that no notice is required for payment defaults beyond any grace period provided in the Note.

3. Remedies
   Upon the occurrence and during the continuance of an Event of Default, Lender may, at its election and without further notice (except as required by Applicable Law):
   a. Declare the entire Debt immediately due and payable;
   b. Charge interest at the Default Rate;
   c. Enter and take possession of the Property to protect or preserve it;
   d. Collect and apply Rents to the Obligations;
   e. Foreclose this Mortgage in accordance with Utah judicial foreclosure procedures, or exercise any non-judicial power of sale or trustee’s sale rights available under Utah law;
   f. Seek the appointment of a receiver;
   g. Exercise any other right or remedy available at law or in equity.

4. Foreclosure Procedures; Right of Redemption
   a. Judicial Foreclosure: Utah traditionally requires a judicial action to foreclose a mortgage lien. Lender shall comply with Utah Rules of Civil Procedure and Title 78B, Chapter 6 of the Utah Code concerning sale procedures.
   b. Redemption Period: The Property may be subject to the statutory right of redemption in favor of Borrower or other parties as provided under Utah law (generally six (6) months following the sheriff’s sale, subject to statutory exceptions).
   c. Deficiency Judgment: If the proceeds of sale are insufficient to satisfy the Debt, Lender may seek a deficiency judgment in accordance with Utah Code provisions that limit the amount to the lesser of (i) the balance of the Debt or (ii) the difference between the Debt and the fair market value of the Property as determined by the court.

[// GUIDANCE: Utah allows a shortening or waiver of the redemption period in certain commercial contexts if all parties with redemption rights waive them. Insert additional waiver language here if appropriate and enforceable.]

5. Attorney Fees and Costs
   Borrower shall pay all reasonable attorney fees, costs, and expenses incurred by Lender in protecting or enforcing its rights under the Loan Documents, whether or not suit is filed, including any bankruptcy or appellate proceedings.

VII. RISK ALLOCATION

1. Indemnification by Borrower
   Borrower shall indemnify, defend, and hold harmless Lender, its affiliates, and their respective officers, directors, employees, and agents (each an “Indemnitee”) from and against any and all claims, losses, liabilities, damages, and expenses (including reasonable attorney fees) arising from or relating to:
   a. Borrower’s breach of any representation, warranty, covenant, or obligation;
   b. Ownership, operation, or condition of the Property (including environmental matters);
   c. Any act or omission of Borrower or any tenant or other occupant of the Property.
   This indemnity shall survive repayment of the Debt, foreclosure, or transfer of the Property.

2. Limitation of Liability
   The liability of Borrower to Lender for monetary damages under the Loan Documents shall not exceed the Secured Debt Amount; provided, however, that the foregoing cap shall not apply to (i) fraud or willful misconduct, (ii) environmental indemnity obligations, or (iii) Borrower’s misapplication of Rents, insurance proceeds, or condemnation awards.

3. Insurance Requirements: See Section III.5.

4. Force Majeure
   Neither Borrower nor Lender shall be liable for failure to perform non-monetary obligations to the extent performance is rendered impossible by a Force Majeure Event (defined as fire, flood, earthquake, acts of God, war, terrorism, riot, or governmental action beyond the party’s reasonable control); provided the affected party gives prompt notice and resumes performance as soon as reasonably practicable.

VIII. DISPUTE RESOLUTION

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 Utah, without regard to conflicts-of-law principles.

2. Forum Selection
   Borrower irrevocably submits to the exclusive jurisdiction of the state courts located in [COUNTY], Utah (and, to the extent permitted, the United States District Court for the District of Utah) for the purpose of any suit, action, or proceeding arising out of or relating to the Loan Documents.

3. Arbitration
   The parties expressly agree not to arbitrate any dispute arising under the Loan Documents.

4. Jury Trial Waiver
   TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BORROWER AND LENDER HEREBY KNOWINGLY AND VOLUNTARILY WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY TERM OR REMEDY UNDER THE LOAN DOCUMENTS.
   [// GUIDANCE: Utah courts will enforce a clear, conspicuous jury-waiver clause in commercial transactions. Consider separate initials or boldface for enforceability.]

5. Injunctive Relief / Foreclosure
   Nothing herein shall limit Lender’s right to seek equitable relief, including specific performance, appointment of a receiver, or foreclosure of this Mortgage.

IX. GENERAL PROVISIONS

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. Any waiver shall be limited to the specific instance and purpose given.

2. Assignment
   Lender may assign or participate its interest in the Loan Documents without Borrower’s consent. Borrower shall not assign any rights or delegate any duties without Lender’s prior written consent, and any attempted assignment in violation hereof shall be void.

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

4. Severability
   If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force, and the invalid provision shall be reformed to the minimum extent necessary to effect the parties’ intent.

5. Merger / Integration
   The Loan Documents constitute the entire agreement between the parties regarding the subject matter and supersede all prior agreements, representations, and understandings.

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 shall constitute one instrument. Signatures delivered by electronic transmission (e.g., PDF, DocuSign) shall be deemed originals.

7. Notices
   All notices shall be in writing and delivered (i) by personal delivery, (ii) by nationally recognized overnight courier, or (iii) by certified mail, return receipt requested, to the addresses set forth in Section I. Notices shall be effective upon receipt or refusal.

8. Further Assurances
   Borrower shall execute and deliver such additional documents and take such further actions as Lender may reasonably request to effectuate the intent of the Loan Documents.

X. EXECUTION BLOCK

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

ACKNOWLEDGMENT

State of Utah )
: ss.
County of [COUNTY] )

On this _ day of _, 20__, before me, a Notary Public in and for said State, personally appeared _____, known or proved to me to be the person(s) whose name(s) is/are subscribed to the foregoing instrument, and acknowledged that he/she/they executed the same for the purposes therein contained.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal.

Notary Public
My commission expires: ______

EXHIBIT A – LEGAL DESCRIPTION

[INSERT FULL LEGAL DESCRIPTION OF THE PROPERTY]

[// GUIDANCE: Before recording, (1) ensure the legal description matches the most current vesting deed; (2) verify compliance with Utah recording requirements (e.g., margin sizes, return address, tax parcel ID); and (3) coordinate with the title company for proper indexing and lien priority.]