Mortgage Agreement

MORTGAGE AND SECURITY AGREEMENT

(Wisconsin — Judicial Foreclosure Jurisdiction)

TABLE OF CONTENTS

1. Definitions
2. Grant of Mortgage and Security Interest
3. Indebtedness Secured
4. Representations and Warranties
5. Covenants
6. Insurance; Taxes; Maintenance
7. Events of Default
8. Remedies Upon Default
9. Risk Allocation
10. Governing Law; Jurisdiction; Jury Waiver
11. General Provisions
12. Execution and Acknowledgment

1. DEFINITIONS

For purposes of this Mortgage, the following capitalized terms have the meanings set forth below. Terms defined in the singular include the plural and vice-versa.

“Applicable Law” means all present and future federal, state, and local laws, statutes, rules, regulations, ordinances, and judicial or administrative orders applicable to the Property, the Borrower, the Lender, or this Mortgage, including without limitation Wisconsin Statutes Chapter 846 (“Wisconsin Foreclosure Law”).

“Borrower” means [BORROWER LEGAL NAME], a [Wisconsin/foreign] [entity type], whose address is [BORROWER ADDRESS].

“Debt” or “Indebtedness” means (i) the unpaid principal of and interest on the Note, plus (ii) all other amounts, fees, costs, expenses, and obligations owing now or in the future by Borrower to Lender under the Loan Documents.

“Deficiency Judgment” means a personal judgment, if elected and permitted under Wisconsin Foreclosure Law, against Borrower for any balance of the Debt remaining after application of foreclosure sale proceeds.

“Event of Default” has the meaning ascribed in Section 7.

“Lender” or “Mortgagee” means [LENDER LEGAL NAME], a [entity type], whose address is [LENDER ADDRESS].

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

“Note” means that certain Promissory Note dated [NOTE DATE] in the original principal amount of [PRINCIPAL AMOUNT] executed by Borrower and payable to Lender.

“Property” means the real property described in Exhibit A together with all buildings, fixtures, improvements, easements, hereditaments, rents, issues, profits, and all other rights and appurtenances belonging or appertaining thereto.

“Secured Obligations” means the Debt and any renewals, extensions, modifications, or replacements thereof.

2. GRANT OF MORTGAGE AND SECURITY INTEREST

2.1 Grant. For good and valuable consideration, the receipt and sufficiency of which are acknowledged, and to secure the prompt payment and performance of the Secured Obligations, Borrower hereby irrevocably grants, bargains, sells, conveys, mortgages, assigns, transfers, and sets over unto Lender, with mortgage covenants, the Property, TO HAVE AND TO HOLD the same unto Lender and Lender’s successors and assigns forever.

2.2 Fixture Filing. This Mortgage is intended to be a financing statement filed as a fixture filing pursuant to Article 9 of the Wisconsin Uniform Commercial Code. The addresses of Borrower and Lender are as set forth above.

2.3 Absolute Assignment of Rents. Borrower absolutely and presently assigns to Lender all existing and future Rents and Profits from the Property as additional security, subject to a revocable license in favor of Borrower unless and until an Event of Default occurs. Upon an Event of Default, such license shall automatically terminate.

3. INDEBTEDNESS SECURED

This Mortgage secures the full and punctual payment and performance of the Secured Obligations, which shall not exceed at any time the aggregate amount equal to the Debt outstanding under the Note together with interest, advances, protective disbursements, expenses, and any other sums Lender is entitled to recover under the Loan Documents (collectively, the “Secured Debt Amount”).

4. REPRESENTATIONS AND WARRANTIES

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

4.1 Organization; Power; Authority. Borrower is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation and has full power and authority to execute and perform the Loan Documents.

4.2 Title. Borrower holds good and marketable fee simple title to the Property, free of all Liens other than the Permitted Liens disclosed in Schedule 4.2, and has full right to mortgage the Property.

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

4.4 No Litigation. Except as disclosed in Schedule 4.4, no action, suit, or proceeding is pending or, to Borrower’s knowledge, threatened that could materially adversely affect Borrower’s ability to perform the Loan Documents.

4.5 Accuracy of Information. All information, financial statements, and other documents furnished by Borrower to Lender are true, correct, and complete in all material respects.

4.6 Survival. The representations and warranties herein shall survive closing and shall not be affected by any investigation or knowledge of Lender.

5. COVENANTS

Borrower covenants and agrees that until the Secured Obligations are paid in full:

5.1 Payment and Performance. Borrower shall timely pay and perform the Secured Obligations.

5.2 Maintenance. Borrower shall keep the Property in good repair and condition, ordinary wear and tear excepted, and shall not commit waste.

5.3 Taxes and Assessments. Borrower shall pay prior to delinquency all real estate taxes, assessments, and governmental charges affecting the Property.

5.4 Insurance. Borrower shall maintain insurance in form and amounts satisfactory to Lender, including without limitation all-risk property insurance and liability insurance naming Lender as mortgagee and loss payee.

5.5 Compliance with Law. Borrower shall comply with all Applicable Law, including environmental laws.

5.6 Negative Covenants. Without Lender’s prior written consent, Borrower shall not:
(a) transfer or encumber any interest in the Property, except Permitted Liens;
(b) materially alter the Property; or
(c) terminate or materially amend any material lease affecting the Property.

5.7 Books and Records; Inspection. Borrower shall keep proper books and allow Lender to inspect the Property and examine such books upon reasonable notice.

5.8 Further Assurances. Borrower shall execute and deliver such additional instruments and do such further acts as Lender may reasonably require to perfect or continue the lien of this Mortgage.

6. INSURANCE; TAXES; MAINTENANCE

6.1 Escrows. If required by Lender after an Event of Default or if otherwise agreed, Borrower shall deposit with Lender monthly escrow payments for taxes and insurance.

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

6.3 Condemnation. Condemnation awards are assigned to Lender and shall be applied as insurance proceeds.

7. EVENTS OF DEFAULT

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

(a) Payment Default. Failure to pay any amount when due under the Loan Documents, subject to a ☐-day grace period for payments of interest only.

(b) Covenant Default. Failure to perform or observe any covenant or agreement in any Loan Document within [___] days after notice.

(c) Misrepresentation. Any representation or warranty proves materially false or misleading when made.

(d) Insolvency Events. Borrower’s bankruptcy, insolvency, or assignment for the benefit of creditors.

(e) Cross-Default. Default under any other agreement with Lender that remains uncured beyond any applicable grace period.

8. REMEDIES UPON DEFAULT

8.1 Acceleration. Upon the occurrence of any Event of Default, Lender may declare the entire Secured Obligations immediately due and payable without notice or demand, unless such notice is required by Applicable Law.

8.2 Judicial Foreclosure. Lender may institute a judicial foreclosure action pursuant to Wisconsin Foreclosure Law, and request that the court:
(i) enter judgment of foreclosure and sale of the Property;
(ii) set the statutory redemption period (customarily six (6) months for owner-occupied one- to four-family dwellings, unless shortened or waived as permitted by Wis. Stat. § 846.101–.102); and
(iii) determine Lender’s election regarding a Deficiency Judgment.

8.3 Receiver. Lender shall be entitled to appointment of a receiver of the Property’s rents and profits, as a matter of right, under Wis. Stat. § 846.07.

8.4 Assignment of Rents. Upon default, Lender may collect and apply all Rents without taking possession or may demand that Borrower pay such Rents to Lender.

8.5 Deficiency Judgment Election. Lender may elect whether to waive or pursue a Deficiency Judgment, which election shall affect the applicable redemption period in accordance with Wisconsin Foreclosure Law. Borrower consents to any such Deficiency Judgment to the fullest extent permitted by law.

8.6 Protective Advances. Lender may make advances to protect its interest (including payment of taxes, insurance, or repairs), all of which shall become part of the Secured Obligations bearing interest at the Default Rate under the Note.

8.7 Cumulative Rights. Rights and remedies are cumulative and may be exercised singly or concurrently; waiver of one shall not be deemed waiver of any other.

9. RISK ALLOCATION

9.1 Indemnification by Borrower. Borrower shall indemnify, defend, and hold harmless Lender and its affiliates, and their respective officers, directors, employees, and agents (each, an “Indemnitee”) from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) the Loan Documents, (b) the Property, or (c) the enforcement or defense of the rights of any Indemnitee, except to the extent caused by the gross negligence or willful misconduct of such Indemnitee.

9.2 Limitation of Liability. In no event shall Lender’s aggregate liability to Borrower in connection with the Loan Documents exceed the Secured Debt Amount.

9.3 Force Majeure. Neither party shall be liable for failure to perform non-monetary obligations due to causes beyond its reasonable control (excluding Borrower’s payment obligations).

10. GOVERNING LAW; JURISDICTION; JURY WAIVER

10.1 Governing Law. This Mortgage and the other Loan Documents shall be governed by and construed in accordance with the substantive laws of the State of Wisconsin (without regard to conflict-of-laws principles).

10.2 Forum Selection. Borrower irrevocably submits to the exclusive jurisdiction of the state courts located in [COUNTY], Wisconsin, and agrees that venue is proper in such courts.

10.3 Arbitration. The parties expressly agree that mandatory arbitration is excluded; all disputes shall be resolved exclusively in the designated state courts.

10.4 Jury Waiver. To the extent permitted by Applicable Law, Borrower and Lender hereby knowingly, voluntarily, and intentionally waive any right to a trial by jury in any action arising out of or relating to the Loan Documents.

10.5 Injunctive Relief. Nothing herein shall limit Lender’s right to seek equitable or injunctive relief, including the specific remedy of foreclosure.

11. GENERAL PROVISIONS

11.1 Amendments and Waivers. No amendment or waiver of any provision of this Mortgage shall be effective unless in writing signed by Lender and, in the case of amendment, by Borrower.

11.2 Assignment. Lender may assign or participate its interest, in whole or in part, without Borrower’s consent. Borrower may not assign any rights or delegate any obligations without Lender’s prior written consent.

11.3 Successors and Assigns. This Mortgage shall bind Borrower and Borrower’s heirs, representatives, successors, and assigns, and shall inure to the benefit of Lender and its successors and assigns.

11.4 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 fulfill its intent and economic effect.

11.5 Entire Agreement. This Mortgage, together with the other Loan Documents, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements.

11.6 Counterparts; Electronic Signatures. This Mortgage may be executed in counterparts, each of which shall be deemed an original, and all of which together constitute one instrument. Signatures delivered by electronic means shall be deemed originals.

11.7 Notices. All notices shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses first set forth above, or to such other address as a party may designate by notice. Notice is effective upon receipt or refusal.

12. EXECUTION AND ACKNOWLEDGMENT

IN WITNESS WHEREOF, the parties have executed this Mortgage as of the ___ day of __________, 20__ (the “Effective Date”).

BORROWER:

[BORROWER LEGAL NAME]
By: _______________________________
Name: _____________________________
Title: _____________________________

LENDER:

[LENDER LEGAL NAME]
By: _______________________________
Name: _____________________________
Title: _____________________________

NOTARY ACKNOWLEDGMENT (Wisconsin)

State of Wisconsin )
County of __________ ) ss.

On this ___ day of __________, 20__, before me, the undersigned Notary Public, personally appeared __________________________, who acknowledged that he/she executed the foregoing instrument on behalf of and as the act of [BORROWER LEGAL NAME/LENDER LEGAL NAME].

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

___________________________________
Notary Public, State of Wisconsin
My commission expires: _____________

EXHIBIT A

(Legal Description of the Property)

[INSERT full, recordable legal description here.]