MORTGAGE AGREEMENT

(Washington State – Judicial Foreclosure Jurisdiction)

[// GUIDANCE: This is a Washington “true mortgage” (NOT a Deed of Trust). Judicial foreclosure procedures under RCW Title 61 will apply. Recording in the county where the real property is located is mandatory for priority. Customary margin and font requirements of the local recording office must be observed.]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Granting Clause and Secured Obligations
IV. Representations and Warranties
V. Covenants
VI. Events of Default and Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution and Acknowledgment

I. DOCUMENT HEADER

1. Parties
   1.1 Mortgagor: [​BORROWER LEGAL NAME], a [​STATE] [​ENTITY TYPE / “individual”] (hereinafter, “Borrower”).
   1.2 Mortgagee: [​LENDER LEGAL NAME], a [​STATE] [​ENTITY TYPE] (hereinafter, “Lender”).

2. Effective Date: [​EFFECTIVE DATE]

3. Consideration: Borrower is indebted to Lender under that certain Promissory Note dated [​NOTE DATE] in the principal amount of [​$____] (“Note”).

4. Property Jurisdiction: State of Washington, County of [​COUNTY]. Governing law: Washington. Forum: Washington state courts. Arbitration: Excluded.

5. Recording Information
   • After Recording Return To: [​NAME & ADDRESS]
   • Tax Parcel No(s).: [​TPN]

II. DEFINITIONS

“Affiliate,” “Business Day,” “Hazardous Materials,” “Indebtedness,” “Permitted Encumbrances,” “Property,” “Taxes,” “UCC,” and other capitalized terms are defined alphabetically below and used consistently throughout.

[// GUIDANCE: Insert or delete defined terms to match transaction specifics.]

III. GRANTING CLAUSE AND SECURED OBLIGATIONS

3.1 Grant. For good and valuable consideration, Borrower hereby MORTGAGES, GRANTS and CONVEYS to Lender, with power of sale only as allowed through judicial decree, all of Borrower’s right, title, and interest in and to the following (collectively, “Property”):

a. Land. The real property situated in the State of Washington, County of [​COUNTY], legally described on Exhibit A attached hereto.
b. Improvements. All buildings, fixtures, and other improvements now or hereafter located on the Land.
c. Appurtenances. All easements, rights-of-way, water rights, hereditaments, and privileges belonging or appertaining to the Land.
d. Personal Property. All fixtures and Personal Property used or to be used in connection with the Land, to the extent such items may be legally subject to a real estate mortgage under Washington law.

3.2 Secured Obligations. This Mortgage secures:
i. The Note (including all modifications, renewals, and extensions).
ii. Advances made by Lender to protect the Property.
iii. All other debts and obligations of Borrower to Lender, now existing or hereafter arising, up to but not exceeding the Secured Debt Cap equal to the then-outstanding principal, accrued interest, and enforceable charges under the Note (collectively, “Secured Obligations”).

3.3 Fixture Filing. This instrument shall also constitute a financing statement filed as a fixture filing under Article 9 of the Uniform Commercial Code as enacted in Washington, with Borrower as “Debtor” and Lender as “Secured Party.”

IV. REPRESENTATIONS AND WARRANTIES

4.1 Organization & Authority. Borrower is duly organized, validly existing, and in good standing under the laws of its state of formation and has full power to execute and perform this Mortgage.

4.2 Title. Borrower holds indefeasible fee simple title to the Property, subject only to Permitted Encumbrances.

4.3 Compliance. The Property and its current uses comply in all material respects with applicable zoning, environmental, and building codes.

4.4 No Litigation. No pending or threatened litigation would materially impair Borrower’s ability to perform the Secured Obligations.

4.5 Survival. The representations and warranties herein shall survive recordation and continue until the Secured Obligations are paid in full.

V. COVENANTS

5.1 Payment. Borrower shall punctually pay the Secured Obligations when due, without set-off or counterclaim.

5.2 Taxes and Assessments. Borrower shall pay, prior to delinquency, all real estate Taxes, assessments, and governmental charges levied against the Property.

5.3 Maintenance. Borrower shall keep the Property in good repair, free of waste, and comply with all laws, ordinances, and covenants.

5.4 Insurance. Borrower shall maintain insurance (hazard, liability, and any other coverage reasonably required by Lender), naming Lender as mortgagee and loss payee.

5.5 Negative Covenants. Without Lender’s prior written consent, Borrower shall not:
a. Transfer any interest in the Property, except as a Permitted Encumbrance;
b. Create liens senior to or on parity with this Mortgage;
c. Allow any use or activity that would void insurance or violate applicable law.

5.6 Right of Inspection. Lender or its agents may enter the Property at reasonable times upon reasonable notice to inspect, provided no material interference with Borrower’s operations occurs.

VI. EVENTS OF DEFAULT AND REMEDIES

6.1 Events of Default. Each of the following constitutes an Event of Default:
a. Monetary Default: Failure to pay any amount under the Secured Obligations within [​___] days after due.
b. Covenant Default: Failure to perform any non-monetary covenant within [​30] days after written notice.
c. Insolvency: Borrower becomes insolvent, initiates or is subjected to bankruptcy or similar proceedings.
d. Impairment of Security: Any act that materially impairs Lender’s lien or the value of the Property.

6.2 Notice & Cure. Written notice of default shall be given in accordance with Section 9.4, specifying the default and applicable cure period (if any).

6.3 Remedies. Upon an Event of Default and expiration of any cure period:
i. Lender may accelerate the Secured Obligations.
ii. Lender may commence judicial foreclosure under RCW Title 61 and obtain a decree directing sheriff’s sale of the Property.
iii. Lender may enter and secure the Property to protect its interest.
iv. Lender may seek appointment of a receiver for rents and profits pursuant to RCW 7.60.
v. Lender may recover all costs of enforcement, including reasonable attorneys’ fees, whether or not litigation is commenced.

6.4 Foreclosure Sale & Right of Redemption. Any sheriff’s sale shall be subject to Borrower’s statutory right of redemption in accordance with Washington law (currently six to twelve months depending on property classification). Nothing herein shall be construed as a waiver of Borrower’s statutory redemption rights.

6.5 Deficiency Judgment. To the extent permitted by Washington law, Lender may seek a deficiency judgment for any balance remaining after application of foreclosure sale proceeds, subject to any fair-value offset or limitation required by RCW 61.12.

VII. RISK ALLOCATION

7.1 Indemnification. Borrower shall indemnify, defend, and hold harmless Lender and its Affiliates from and against any and all losses, liabilities, claims, and expenses (including attorneys’ fees) arising out of:
a. Borrower’s breach of this Mortgage or the Note;
b. Ownership, operation, or condition of the Property, including environmental matters;
c. Inaccuracies in any representation or warranty.

[// GUIDANCE: Environmental indemnity can be expanded if Phase I indicates risk.​]

7.2 Limitation of Liability. Lender’s recourse shall be limited to the Property and the Secured Debt Amount; Lender shall have no liability for consequential, punitive, or special damages except as required by law.

7.3 Casualty and Condemnation. Insurance and condemnation proceeds shall, at Lender’s election, be applied to restoration of the Property or to reduction of the Secured Obligations.

7.4 Force Majeure. Performance deadlines (other than monetary) are extended for force-majeure events beyond Borrower’s reasonable control, provided Borrower gives prompt written notice and resumes performance when feasible.

VIII. DISPUTE RESOLUTION

8.1 Governing Law. This Mortgage and all related documents shall be governed by and construed under the laws of the State of Washington, without regard to conflict-of-laws principles.

8.2 Forum Selection. Exclusive venue shall lie in the Superior Court of the county where the Property is located. Borrower and Lender waive any objection to personal jurisdiction or venue in that court.

8.3 Arbitration. The parties expressly exclude arbitration.

8.4 Jury Waiver. To the fullest extent permitted by law, the parties knowingly and voluntarily waive trial by jury in any action relating to this Mortgage.

8.5 Injunctive Relief; Foreclosure Remedy. Nothing herein limits Lender’s right to seek injunctive or equitable relief to protect or enforce its mortgage lien, nor does it restrict the statutory foreclosure remedy.

IX. GENERAL PROVISIONS

9.1 Amendments and Waivers. No amendment or waiver is effective unless in a writing signed by both parties and, in the case of waiver, only for the specific instance given.

9.2 Assignment. Lender may assign this Mortgage and the Secured Obligations without Borrower’s consent. Borrower may not assign any rights or delegate any obligations without Lender’s prior written consent.

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

9.4 Notices. All notices must be in writing and delivered by (i) certified U.S. mail (return receipt requested), (ii) nationally recognized overnight courier, or (iii) personal delivery, to the addresses below or as later changed by notice:
Borrower: [ADDRESS]
Lender: [ADDRESS]

9.5 Severability. If any provision is held unenforceable, the remaining provisions shall remain in full force, and the unenforceable provision shall be reformed to the minimum extent necessary.

9.6 Integration. This Mortgage, the Note, and related documents constitute the entire agreement regarding the collateral granted hereunder and supersede all prior agreements.

9.7 Counterparts; Electronic Signatures. This Mortgage may be executed in counterparts, each of which is deemed an original and all of which constitute one instrument. Electronic signatures and notarizations in compliance with Washington’s Uniform Electronic Transactions Act are deemed originals.

X. EXECUTION AND ACKNOWLEDGMENT

IN WITNESS WHEREOF, the parties have executed this Mortgage as of the date first written above.

BORROWER

[​BORROWER LEGAL NAME]

By: ______
Name: _____
Title: ________

LENDER

[​LENDER LEGAL NAME]

By: ______
Name: _____
Title: ________

NOTARY ACKNOWLEDGMENT (Individual)

State of Washington )
County of ____ ) ss.

On this _ day of __, 20, before me, the undersigned Notary Public, personally appeared ___, proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged that he/she/they executed the same.

WITNESS my hand and official seal.

Notary Public for the State of Washington
My commission expires: ____

[// GUIDANCE: Substitute corporate or remote online notarization block as needed.]

EXHIBIT A – LEGAL DESCRIPTION

[INSERT FULL METES-AND-BOUNDS OR LOT & BLOCK DESCRIPTION OF THE PROPERTY]

[// GUIDANCE SUMMARY:
1. Customize bracketed terms (party names, dollar amounts, cure periods, county, etc.).
2. Attach the Promissory Note and any environmental indemnity as separate documents.
3. Record the fully executed original Mortgage with the county recorder, accompanied by the required excise tax affidavit and recording fee.
4. Confirm the redemption period applicable to the specific property classification and update Section 6.4 accordingly.]