Mortgage Agreement Template

"Agreement" means this Mortgage Agreement, including all amendments, supplements and modifications made in accordance with its terms.

"Applicable Law" means all laws, statutes, regulations, rules, orders, judgments, decrees and binding requirements of any governmental or regulatory authority having jurisdiction over a Party, the Mortgaged Property or the transactions contemplated hereby, as in force from time to time.

"Business Day" means any day other than a Saturday, a Sunday or a day on which commercial banks in [City/Jurisdiction] are authorized or required by Applicable Law to be closed.

"Default Rate" means the Interest Rate then in effect plus an additional margin of [Default Margin] percent per annum.

"Disbursement Date" means the date on which the Loan, or the first portion thereof, is actually advanced by the Lender to the Borrower in accordance with this Agreement.

"Event of Default" means any of the events or circumstances specified in the section of this Agreement entitled Events of Default.

"Installment" means each periodic payment of principal and interest payable by the Borrower in accordance with the Repayment Schedule, calculated so that all Installments are of equal amount, subject to adjustment upon any change in the Interest Rate.

"Interest Rate" means the rate of interest per annum payable on the Loan, determined as the sum of the Reference Rate and the Margin, as adjusted from time to time in accordance with this Agreement.

"Loan" means the term loan in the principal amount stated in this Agreement, as reduced from time to time by repayments and prepayments.

"Loan Documents" means this Agreement, any promissory note, any assignment of rents or insurance proceeds, and every other document executed in connection with the Loan that the Parties designate as a Loan Document.

"Margin" means [Margin] percent per annum, which shall remain fixed for the term of the Loan unless otherwise agreed in writing.

"Maturity Date" means [Maturity Date], or such earlier date on which the Loan becomes due and payable in full under this Agreement.

"Mortgage" means the mortgage and security interest created in favor of the Lender over the Mortgaged Property pursuant to this Agreement.

"Mortgaged Property" means the real property described in this Agreement, together with all buildings, structures, fixtures, improvements and appurtenances, and all rents, income, insurance proceeds, compensation and other proceeds derived therefrom, now or hereafter existing.

"Obligations" means all present and future indebtedness, liabilities and obligations of the Borrower to the Lender under or in connection with the Loan Documents, including principal, interest, fees, costs, expenses and indemnities.

"Reference Rate" means [Name of Reference Rate], as published by [Publishing Source] or any successor or replacement rate determined in accordance with this Agreement.

"Repayment Schedule" means the schedule of Installments determined in accordance with this Agreement and notified in writing by the Lender to the Borrower, as updated from time to time.

Headings are for convenience only and do not affect interpretation. Words in the singular include the plural and vice versa; the word "including" means "including without limitation"; and references to a section are to a section of this Agreement. References to any agreement or instrument are to such agreement or instrument as amended, supplemented or replaced from time to time. In the event of any ambiguity, this Agreement shall be construed in accordance with its fair meaning and not strictly for or against either Party.

The Lender agrees, subject to the terms and conditions of this Agreement, to lend to the Borrower a principal amount of [Loan Amount in Words and Figures] [Currency] (the "Loan Amount").

The Loan shall be used exclusively for the purpose of [Purpose of Loan] and for no other purpose. The Borrower acknowledges that the Loan is made solely for business purposes and not for personal, family or household purposes.

The Lender shall disburse the Loan in [a single advance / the following tranches: [Tranche Details]] by transfer of immediately available funds to the account of the Borrower designated in writing: [Borrower Bank Account Details], within [number] Business Days after satisfaction, or waiver by the Lender in its sole discretion, of all conditions precedent.

The obligation of the Lender to disburse the Loan is subject to the prior receipt by the Lender, in form and substance satisfactory to it, of: (a) this Agreement duly executed by the Borrower; (b) evidence of the Borrower's corporate authority and authorized signatories; (c) evidence of title to, and registration of the Mortgage over, the Mortgaged Property; (d) a satisfactory valuation of the Mortgaged Property; (e) evidence of the insurance required hereunder; (f) a legal opinion of counsel to the Borrower, if requested; and (g) payment of all fees, costs and expenses then due.

The Lender shall have no obligation to disburse the Loan if, at the time of the proposed disbursement, any Event of Default or any event which with the giving of notice or lapse of time would constitute an Event of Default has occurred and is continuing, or any representation or warranty of the Borrower is untrue or misleading, or a material adverse change in the Borrower's financial condition or in the value of the Mortgaged Property has occurred.

The Borrower shall pay to the Lender an arrangement fee of [Arrangement Fee] and shall reimburse the Lender on demand for all legal, valuation, registration and other costs and expenses incurred in connection with the preparation, execution, registration and administration of the Loan Documents, whether or not the Loan is disbursed.

If the Loan is not drawn within [number] days after the Effective Date, the Lender may, by written notice, cancel its commitment hereunder without liability to the Borrower, and the Borrower shall remain liable for all fees and expenses under this Agreement.

The Lender's records of the amounts disbursed, owing, and paid shall, in the absence of manifest error, constitute conclusive evidence of the Obligations.

As continuing security for the full and punctual payment and performance of all Obligations, the Borrower hereby grants, conveys, and mortgages to the Lender a first-ranking mortgage and security interest over the Mortgaged Property, with all rights of enforcement and sale accompanying such mortgage.

The Mortgage shall extend to all buildings, structures, fixtures, fittings, plant and equipment permanently attached to or forming part of the Mortgaged Property, and to all additions, alterations, replacements and improvements made at any time, whether or not paid for with the proceeds of the Loan.

The Borrower hereby assigns to the Lender, as additional security, all present and future rents, leases, licenses, income, and revenues derived from the Mortgaged Property, together with all insurance proceeds and all compensation payable in respect of any expropriation, condemnation or compulsory acquisition of the Mortgaged Property. Unless and until an Event of Default occurs, the Borrower may collect such rents and income in the ordinary course of business.

The Mortgage secures the Obligations up to a maximum amount of [Maximum Secured Amount] [Currency], together with interest, default interest, costs and expenses, to the fullest extent permitted by Applicable Law.

The Borrower shall, at its own cost, execute, deliver, register, and record all documents and take all actions that the Lender may require to create, perfect, preserve, and maintain the Mortgage with the first priority intended hereby, and irrevocably authorizes the Lender to undertake such registration in its name or on behalf of the Borrower.

The Mortgage is a continuing security and shall not be discharged by any intermediate payment or settlement of account. It is in addition to, and not in substitution for, any other security or guarantee now or hereafter held by the Lender, and shall remain in full force until released in writing by the Lender in accordance with this Agreement.

The Borrower irrevocably appoints the Lender as its attorney, with full power of substitution, to execute all documents and do all acts that the Borrower is obliged to do under this Agreement but has failed to do, such power being coupled with an interest and effective upon the occurrence of an Event of Default.

The Mortgaged Property comprises the real property located at [Property Address], [City], [Jurisdiction], with cadastral or registry number [Registry/Parcel Number], registered in the name of the Borrower in the [Name of Land Registry] under [Title Reference], having a land area of approximately [Area] and legally described as [Legal Description].

The Mortgaged Property includes all buildings and improvements situated on the land, being [Description of Buildings and Improvements], together with all easements, rights of way, servitudes, rights, privileges, and appurtenances belonging thereto.

The Parties acknowledge that the agreed value of the Mortgaged Property as of the Effective Date, according to the valuation prepared by [Name of Valuer] dated [Valuation Date], is [Agreed Value] [Currency]. Such valuation is for the Lender's benefit only, and the Borrower shall not rely upon it for any purpose.

The Borrower confirms that the Mortgaged Property is currently used for [Current Use] and shall not alter such use without the prior written consent of the Lender.

The Mortgaged Property is, as of the Effective Date, [free from all existing encumbrances / subject only to the following permitted encumbrances: [Permitted Encumbrances]] (the "Permitted Encumbrances"), which shall rank behind the Mortgage unless the Lender agrees otherwise in writing.

The Lender may, at the Borrower's expense and not more frequently than [once per year] unless an Event of Default has occurred, require a revaluation of the Mortgaged Property by a valuer selected by the Lender. If the valuation discloses that the ratio of the outstanding Loan to the value of the Mortgaged Property exceeds [Maximum Loan-to-Value Ratio] percent, the Borrower shall within [number] days either prepay part of the Loan or provide additional security satisfactory to the Lender.

The Loan shall bear interest from the Disbursement Date until full repayment at a variable rate per annum equal to the Reference Rate plus the Margin, calculated on the outstanding principal on the basis of [actual days elapsed and a year of 360/365 days].

The Reference Rate shall be reset on [each Interest Reset Date, being the first day of each [monthly/quarterly/semi-annual] period] (each, a "Reset Date") by reference to the Reference Rate published as of [number] Business Days before such Reset Date. The Lender shall notify the Borrower in writing of the applicable Interest Rate and the resulting adjusted Installment, and such notification shall be conclusive in the absence of manifest error.

If the Reference Rate is negative or falls below zero on any Reset Date, it shall be deemed to be zero for purposes of calculating the Interest Rate. The Interest Rate shall in no event be less than [Minimum Interest Rate] percent per annum [and shall not exceed [Maximum Interest Rate] percent per annum, where required by Applicable Law].

If the Reference Rate ceases to be published, becomes unavailable, or is, in the reasonable opinion of the Lender, no longer representative, the Lender shall designate a replacement rate that most closely reflects the Reference Rate, together with any adjustment spread the Lender considers appropriate to preserve the economic equivalence of the Loan, and shall notify the Borrower accordingly. Such replacement shall apply from the date specified in the Lender's notice.

Upon each adjustment of the Interest Rate, the Installment shall be recalculated by the Lender so that the outstanding principal is fully amortized in equal Installments over the remaining term until the Maturity Date, and the revised Installment shall apply from the first Installment payment date following the Reset Date.

Any amount not paid when due shall bear interest at the Default Rate from the due date until the date of actual payment, both before and after judgment, accruing daily and compounded [monthly], and payable on demand.

If any change in Applicable Law or in the Lender's cost of funding or capital requirements increases the cost to the Lender of making or maintaining the Loan, the Borrower shall, on demand, pay to the Lender the amount necessary to compensate it for such increased cost.

The Loan shall be repaid in [number] consecutive [monthly/quarterly] Installments of principal and interest, in equal amounts subject to adjustment under this Agreement, with the first Installment due on [First Installment Date] and each subsequent Installment due on the same day of each following [month/quarter], with the final Installment, comprising all outstanding amounts, due on the Maturity Date.

The initial Installment amount is [Initial Installment Amount] [Currency], determined on the basis of the Loan Amount, the Interest Rate on the Disbursement Date and the number of Installments. The Lender shall prepare and deliver to the Borrower the Repayment Schedule and any revised Repayment Schedule following each Interest Rate adjustment.

Each payment shall be made in the currency of the Loan, in immediately available funds, without set-off, counterclaim, deduction or withholding of any kind, to the account designated by the Lender: [Lender Bank Account Details]. If Applicable Law requires any deduction or withholding, the Borrower shall pay such additional amounts as are necessary to ensure that the Lender receives the full amount it would have received had no deduction or withholding been made.

Payment shall be deemed made only when the funds are credited to the Lender's account. If any payment date is not a Business Day, payment shall be made on the next Business Day, and interest shall continue to accrue for the extended period.

The Borrower hereby authorizes the Lender to debit any account held by the Borrower with the Lender for any amount due and unpaid under this Agreement, and the Borrower shall maintain sufficient funds in the account designated for this purpose: [Borrower Debit Account].

Any payment received shall be applied in the order set out in the section of this Agreement entitled Application of Proceeds. Time is of the essence with respect to all payment obligations of the Borrower.

If any Installment remains unpaid for more than [number] days after its due date, the Lender may charge a late payment fee of [Late Fee Amount or Percentage], in addition to default interest, to compensate for administrative costs.

The Borrower may prepay the Loan in whole or in part, on any Installment payment date, upon not less than [number] Business Days' prior written, irrevocable notice to the Lender specifying the amount to be prepaid and the date of prepayment.

Any prepayment shall be accompanied by (a) accrued interest on the amount prepaid up to the date of prepayment, (b) all other amounts then due under the Loan Documents, and (c) a prepayment fee calculated in accordance with this Agreement (the "Prepayment Fee").

The Prepayment Fee shall equal [Prepayment Fee Percentage] percent of the principal amount prepaid [during the first [number] years following the Disbursement Date and [Reduced Percentage] percent thereafter], and shall be payable in addition to, and not in substitution for, the Lender's other rights. The Parties agree that the Prepayment Fee represents a reasonable pre-estimate of the Lender's loss of return and funding and administrative costs, and is not a penalty.

Partial prepayments shall be in a minimum amount of [Minimum Prepayment Amount] and shall be applied against the remaining Installments [in inverse order of maturity / pro rata], as the Lender shall determine, unless the Lender agrees in writing to a reduction of the Installment amount with the term unchanged.

The Prepayment Fee shall also be payable on any acceleration of the Loan following an Event of Default, on any prepayment resulting from enforcement of the Mortgage, and on any prepayment made from insurance or compensation proceeds, to the extent permitted by Applicable Law.

Any notice of prepayment, once given, is irrevocable and binding, and if the Borrower fails to prepay on the specified date, the Borrower shall indemnify the Lender against all losses and costs arising from such failure.

Amounts prepaid may not be re-borrowed.

The Borrower represents and warrants to the Lender, as of the Effective Date, the Disbursement Date, and each date on which interest is reset or an Installment is paid, that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and has full power and authority to own the Mortgaged Property, to carry on its business and to enter into and perform the Loan Documents.

The execution, delivery and performance of the Loan Documents have been duly authorized by all necessary corporate or other action, and the Loan Documents constitute legal, valid, binding and enforceable obligations of the Borrower, enforceable in accordance with their terms.

The Borrower is the sole legal and beneficial owner of the Mortgaged Property with good and marketable title, free from all liens, charges, encumbrances, claims, leases, options and third-party rights, other than the Permitted Encumbrances.

The execution and performance of the Loan Documents do not and will not conflict with the Borrower's constitutional documents, any Applicable Law, any judgment or order, or any agreement or instrument binding on the Borrower or the Mortgaged Property, nor result in the creation of any encumbrance other than the Mortgage.

All information, financial statements and documents provided by the Borrower to the Lender are true, complete and accurate in all material respects, and fairly present the financial condition of the Borrower. There has been no material adverse change since the date of the most recent financial statements.

No litigation, arbitration, administrative proceeding, insolvency proceeding or claim is pending or, to the knowledge of the Borrower, threatened against the Borrower or the Mortgaged Property that could reasonably be expected to have a material adverse effect on the Borrower, the Mortgaged Property or the Mortgage.

The Mortgaged Property is in compliance with all Applicable Law, including zoning, building, health, safety and environmental laws, and all permits and licenses required for its ownership and use have been obtained and are in full force. No hazardous substances have been released, stored or disposed of on the Mortgaged Property in violation of Applicable Law.

The Borrower is solvent, able to pay its debts as they fall due, and has not taken or been subject to any step toward its winding-up, dissolution, reorganization or insolvency. The Borrower acknowledges that the Lender is relying on the foregoing representations and warranties in entering into this Agreement.

The Borrower shall duly and punctually pay all amounts due under the Loan Documents and shall perform all of its obligations thereunder.

The Borrower shall deliver to the Lender: (a) within [number] days after the end of each financial year, its audited annual financial statements; (b) within [number] days after the end of each [quarter], its unaudited management accounts; (c) promptly on request, any other information regarding its financial condition, business or the Mortgaged Property that the Lender may reasonably request; and (d) prompt written notice of any Event of Default, litigation, or other event that may adversely affect the Borrower or the Mortgaged Property.

The Borrower shall maintain its corporate existence, keep all licenses and permits necessary for its business in full force, comply with all Applicable Law, and conduct its business in a proper and efficient manner.

The Borrower shall maintain the following financial ratios: [Financial Covenants, e.g., debt service coverage ratio of not less than [ratio]], tested [frequency] and certified by an authorized officer of the Borrower.

Without the prior written consent of the Lender, the Borrower shall not: (a) change the nature or scope of its business; (b) merge, consolidate, reorganize, or dissolve; (c) make any distribution, dividend or payment to its shareholders or affiliates if an Event of Default exists or would result therefrom; or (d) incur any additional financial indebtedness exceeding [Permitted Indebtedness Threshold].

The Borrower shall maintain accurate books and records and permit the Lender and its representatives, upon reasonable notice, to examine such books and records and make copies thereof.

The Borrower shall indemnify and hold harmless the Lender, its officers, employees and agents, from and against all losses, liabilities, claims, damages, costs and expenses, including reasonable legal fees, arising out of the Loan, the Mortgaged Property, any breach by the Borrower of the Loan Documents, or the enforcement of the Lender's rights, except to the extent caused by the Lender's gross negligence or willful misconduct.

The Borrower shall promptly pay all costs and expenses, including legal fees, incurred by the Lender in connection with any amendment, waiver, administration, or enforcement of the Loan Documents.

The Borrower shall, at its own expense, throughout the term of the Loan, keep the Mortgaged Property insured with reputable insurers acceptable to the Lender against fire, lightning, explosion, flood, storm, earthquake (where customary), impact, malicious damage, and such other risks as the Lender may reasonably require, for not less than the full reinstatement value of the Mortgaged Property, and in any event not less than [Minimum Insured Amount].

The Borrower shall also maintain public liability insurance in an amount of not less than [Liability Insurance Amount] per occurrence and, where the Mortgaged Property generates income, loss of rent or business interruption insurance for a period of not less than [number] months.

Each insurance policy shall name the Lender as first loss payee and mortgagee, shall contain a standard mortgagee clause providing that the cover shall not be invalidated by any act or omission of the Borrower, and shall provide that it may not be cancelled, amended, or allowed to lapse without at least [number] days' prior written notice to the Lender.

The Borrower shall deliver to the Lender certified copies of all insurance policies and evidence of payment of premiums on or before the Disbursement Date and at each renewal, and in any event upon request. If the Borrower fails to maintain such insurance, the Lender may, but shall not be obliged to, effect such insurance at the Borrower's expense, and all amounts so expended shall be added to the Obligations and bear interest at the Default Rate.

The Borrower shall not do or permit anything that may invalidate or prejudice any insurance and shall promptly notify the Lender of any event giving rise to a claim, and shall diligently pursue all such claims.

All proceeds of insurance shall be paid directly to the Lender and, at the Lender's sole discretion, applied either in reduction of the Obligations or toward reinstatement of the Mortgaged Property under conditions determined by the Lender. Where the Lender permits reinstatement, proceeds shall be released in stages against evidence of work satisfactory to the Lender.

The Borrower shall keep the Mortgaged Property in good and substantial repair, order, and condition, reasonable wear and tear excepted, and shall promptly make all repairs, renewals, and replacements necessary to preserve its value and utility.

The Borrower shall not demolish, remove, or materially alter any building, structure, or fixture forming part of the Mortgaged Property, nor carry out any construction or development, without the prior written consent of the Lender.

The Borrower shall comply with all Applicable Law, covenants, conditions, and permit requirements affecting the Mortgaged Property, and shall promptly notify the Lender of any notice or order received from any authority relating thereto.

The Lender, its agents, valuers, surveyors and other representatives may enter and inspect the Mortgaged Property at any reasonable time upon [number] Business Days' prior notice (or without notice if an Event of Default has occurred or in the case of an emergency), and the Borrower shall provide all necessary access and cooperation. The costs of such inspections shall be borne by the Borrower where an Event of Default exists or the inspection discloses material non-compliance.

If the Borrower fails to carry out any repair, maintenance, or other obligation under this Agreement, the Lender may, without obligation, do so on behalf of the Borrower, and all costs incurred shall be reimbursed on demand and shall bear interest at the Default Rate.

The Borrower shall not commit or permit any waste, impairment, or deterioration of the Mortgaged Property, and shall not use or permit its use for any unlawful purpose or in a manner that may increase the risk of loss or invalidate insurance.

The Borrower shall comply with all environmental laws, shall promptly notify the Lender of any contamination or environmental claim, and shall, at its own expense, undertake any remediation required by Applicable Law or reasonably required by the Lender.

The Borrower shall pay when due all taxes, rates, duties, levies, assessments, utility charges, ground rents, and other governmental or municipal charges relating to the Mortgaged Property or to the Loan Documents, and shall, upon request, deliver to the Lender evidence of such payment within [number] days of the due date.

The Borrower shall bear all stamp duties, registration fees, notarial fees, filing charges, and similar costs payable in connection with the execution, registration, performance, or enforcement of the Loan Documents and the Mortgage.

The Borrower may contest in good faith any tax or charge by appropriate proceedings, provided that (a) it has notified the Lender in advance, (b) enforcement of the contested amount is stayed, (c) the Mortgage is not placed at risk of loss or forfeiture, and (d) it provides security or a reserve satisfactory to the Lender.

If the Borrower fails to pay any such amount when due, the Lender may, but shall not be obliged to, pay the same, and the amount so paid, together with interest at the Default Rate from the date of payment, shall be repaid by the Borrower on demand and shall be secured by the Mortgage.

The Lender may require the Borrower to pay monthly into an escrow or reserve account maintained with the Lender such sums as are estimated by the Lender to be sufficient to pay taxes, assessments, and insurance premiums as they fall due: [Escrow Terms, if applicable].

All payments by the Borrower under the Loan Documents shall be made free of any set-off, and the Borrower shall indemnify the Lender against any tax (other than tax on the Lender's net income) imposed on the Lender in respect of the Loan Documents.

The Borrower shall not, without the prior written consent of the Lender, which may be withheld in its sole discretion, sell, transfer, convey, assign, lease (other than leases in the ordinary course of business on terms approved by the Lender), grant any option over, or otherwise dispose of all or any part of, or any interest in, the Mortgaged Property.

The Borrower shall not create, assume, or permit to subsist any mortgage, charge, lien, pledge, easement, or other encumbrance or security interest over the Mortgaged Property, other than the Mortgage and the Permitted Encumbrances, whether ranking in priority to, equally with or subsequent to the Mortgage.

Any change of control of the Borrower, whether by the transfer of shares, voting rights, or otherwise, such that [Change of Control Threshold] ceases to be held by [Current Controlling Persons], shall be deemed a transfer of the Mortgaged Property requiring the Lender's prior written consent.

Any lease or occupancy agreement over the Mortgaged Property shall be on arm's-length terms, shall be expressly subordinate to the Mortgage, and shall be delivered to the Lender in copy within [number] days of execution. The Borrower shall not accept advance rent exceeding [number] months or amend or terminate any material lease without the Lender's consent.

Any purported transfer or encumbrance in breach of this section shall be void as against the Lender and shall constitute an Event of Default, entitling the Lender to accelerate the Loan.

If the Lender grants its consent to any transfer, it may condition such consent upon, among other things, the assumption of the Obligations by the transferee, payment of a transfer fee of [Transfer Fee], an adjustment of the Margin, and the delivery of such documents as the Lender may require.

The Lender may freely assign, transfer, or sell participations in all or part of its rights under the Loan Documents and the Mortgage to any person without the consent of the Borrower, and may disclose to prospective assignees any information concerning the Borrower and the Loan. The Borrower may not assign any of its rights or obligations.

Each of the following events shall constitute an Event of Default: the Borrower fails to pay any amount due under the Loan Documents on the due date and such failure continues for [number] Business Days, or, in the case of the amount due on the Maturity Date or on acceleration, such failure continues for any period.

The Borrower fails to perform or comply with any other obligation, covenant, or undertaking under the Loan Documents and, if capable of remedy, such failure is not remedied within [number] days after the earlier of notice from the Lender or the Borrower becoming aware thereof; provided that no cure period shall apply to breaches of the sections on insurance or restrictions on transfer and further encumbrances.

Any representation, warranty, or statement made or deemed repeated by the Borrower in any Loan Document or in any certificate or document delivered thereunder is or proves to have been incorrect or misleading in any material respect when made or deemed made.

The Borrower becomes insolvent, is unable or admits its inability to pay its debts as they fall due, suspends payments, commences negotiations with creditors for rescheduling of its indebtedness, makes a general assignment for the benefit of creditors, or any petition, resolution, or order is made or proceeding commenced for its winding-up, dissolution, administration, reorganization, or bankruptcy, or a receiver or similar officer is appointed over it or any of its assets.

Any other indebtedness of the Borrower in excess of [Cross-Default Threshold] is not paid when due, is declared or becomes capable of being declared due prior to its stated maturity, or any security therefor becomes enforceable.

Any creditor takes possession of, or any attachment, execution, distress, or similar process is levied or enforced against, the Mortgaged Property or any material asset of the Borrower, and is not discharged within [number] days.

The Mortgaged Property is materially damaged, destroyed, expropriated, or compulsorily acquired, or its value declines such that the Borrower fails to comply with the loan-to-value requirements of this Agreement.

Any Loan Document or the Mortgage ceases for any reason to be in full force and effect or to constitute a valid first-ranking security, or the Borrower repudiates or challenges the same; or any event occurs which, in the reasonable opinion of the Lender, has or is likely to have a material adverse effect on the Borrower's ability to perform its obligations or on the value of the Mortgaged Property.

Upon the occurrence of an Event of Default and at any time thereafter while it is continuing, the Lender may, by written notice to the Borrower and without further formality, declare all or part of the Loan, together with accrued interest, the Prepayment Fee, and all other Obligations, to be immediately due and payable, whereupon they shall become so due and payable, and/or cancel any undisbursed portion of the Loan.

Upon the occurrence of an Event of Default which is continuing, the Mortgage shall become immediately enforceable, and the Lender may, without any prior notice or demand other than as required by Applicable Law, exercise all rights and remedies available to it under the Loan Documents and Applicable Law.

The Lender may, to the extent permitted by Applicable Law: (a) enter into and take possession of the Mortgaged Property; (b) collect and receive all rents, income, and profits therefrom and apply them as provided herein; (c) lease or manage the Mortgaged Property; (d) appoint a receiver or manager on such terms as to remuneration and powers as the Lender may determine, who shall be deemed the agent of the Borrower; and (e) sell or otherwise dispose of the Mortgaged Property, in whole or in part, by public auction or private treaty, on such terms and at such price as the Lender deems fit.

The Lender shall have no obligation to obtain any particular price or to delay a sale, and shall not be liable for any loss arising from the exercise or non-exercise of its powers, save for its gross negligence or willful misconduct. The Borrower waives, to the fullest extent permitted by Applicable Law, any right to require the marshaling of assets, any right of redemption following sale, and any defense of valuation or appraisement.

A purchaser of the Mortgaged Property from the Lender or a receiver shall not be concerned to inquire whether the Lender's power of sale has arisen or become exercisable, or as to the application of the proceeds of sale.

The Lender may, at its option, bring proceedings for recovery of the debt, and may pursue its remedies against the Mortgaged Property and against the Borrower concurrently or successively. If the proceeds of enforcement are insufficient to discharge the Obligations, the Borrower shall remain personally liable for the deficiency.

All costs and expenses incurred by the Lender in connection with enforcement, including legal fees, receiver's fees, auctioneer's fees and any costs of preservation or sale, shall be borne by the Borrower, shall be added to the Obligations, and shall be secured by the Mortgage.

The rights and remedies of the Lender are cumulative and not exclusive of any rights provided by law. No failure or delay by the Lender in exercising any right shall operate as a waiver thereof, and no waiver shall be effective unless in writing and signed by the Lender.

All moneys received by the Lender or any receiver from or in connection with the enforcement of the Mortgage, the sale of the Mortgaged Property, the collection of rents, or the receipt of insurance or compensation proceeds, after the occurrence of an Event of Default, shall be applied in the following order of priority, unless otherwise required by Applicable Law.

First, in payment of all costs, charges, and expenses incurred in the taking, holding, preserving, insuring, managing, or realizing of the Mortgaged Property, including the fees and expenses of any receiver, agent, valuer, auctioneer, or legal adviser.

Second, in payment of all taxes, charges, and outgoings affecting the Mortgaged Property that have been paid or are payable by the Lender or any receiver.

Third, in payment of any accrued and unpaid default interest and ordinary interest on the Loan, and then of any fees, including the Prepayment Fee, late payment fees, and other amounts due to the Lender under the Loan Documents.

Fourth, in payment of the outstanding principal amount of the Loan and any other Obligations remaining unpaid.

Fifth, in payment of the surplus, if any, to subsequent encumbrancers of whose rights the Lender has received written notice, and thereafter to the Borrower or to such other person as may be lawfully entitled thereto. The Lender shall have no duty to inquire as to the existence of any subsequent encumbrance not so notified.

Any payment received from the Borrower prior to an Event of Default that is not designated as to its application shall be applied by the Lender in the same order as above, other than clause First. The Lender may place any moneys received in a suspense account pending application without liability for interest.

Upon the full and irrevocable payment and discharge of all Obligations, including principal, interest, the Prepayment Fee, if any, and all costs and expenses, and provided that no commitment of the Lender remains outstanding, the Lender shall, at the written request and at the sole cost of the Borrower, release the Mortgaged Property from the Mortgage.

The Lender shall, within [number] Business Days after receipt of a written request following such full payment, execute and deliver to the Borrower such instruments of release or discharge, in registrable form, as may be required to remove the Mortgage from the relevant registry. The Borrower shall be responsible for the preparation, filing, and registration of such release and for all related fees, taxes, and costs.

Any release shall be conditional upon the Lender being satisfied that no payment or security received by it is liable to be avoided, set aside, or reduced under any insolvency, bankruptcy, or similar law. If any such payment is so avoided or reduced, the Lender shall be entitled to recover the value or amount of such payment from the Borrower, and the Mortgage shall be reinstated as if no release had occurred.

The Lender may, in its discretion, agree to a partial release of any portion of the Mortgaged Property, subject to the Borrower's prepayment of such amount as the Lender determines and to the absence of any Event of Default. Any partial release shall not affect the Mortgage over the remaining Mortgaged Property.

Upon discharge, the Lender shall return to the Borrower the original title documents and other documents of title relating to the Mortgaged Property held by it, and shall return any remaining insurance, escrow, or reserve funds, after deduction of any amounts then owing to it.

Neither the repayment of the Loan in part nor the settlement of any account shall operate as a release or discharge of the Mortgage, which shall continue in full force until a written release is executed by the Lender.

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of [Governing Jurisdiction], without giving effect to any choice-of-law rules that would require the application of the laws of another jurisdiction. Matters relating to the creation, perfection, priority, and enforcement of the Mortgage shall be governed by the laws of the place where the Mortgaged Property is situated.

The Parties shall first endeavor to resolve any dispute, controversy, or claim arising out of or relating to this Agreement, including its existence, validity, interpretation, performance, breach, or termination (a "Dispute"), through good-faith negotiations between senior representatives for a period of [number] days following written notice of the Dispute.

Any Dispute not resolved by negotiation shall be finally resolved by [the courts of [Jurisdiction/City] / arbitration under the rules of [Arbitration Institution] by [number] arbitrator(s), with the seat of arbitration in [Seat], conducted in the English language]. The Borrower irrevocably submits to such forum.

Notwithstanding the foregoing, the Lender may at any time bring proceedings in any court of competent jurisdiction, including the courts of the place where the Mortgaged Property is situated, for the enforcement of the Mortgage, for the recovery of any amount due, or for injunctive or other interim relief, and the taking of proceedings in one jurisdiction shall not preclude the Lender from taking proceedings in any other jurisdiction, whether concurrently or not.

The Borrower irrevocably waives any objection to the venue of any proceedings on the grounds of inconvenient forum or otherwise, and any right to trial by jury to the extent permitted by Applicable Law, and irrevocably appoints [Process Agent Name and Address] as its agent for service of process.

All notices under this Agreement shall be in writing and delivered by hand, courier, or registered mail, or by email with confirmation of transmission, to the addresses set out in the signature section or to such other address as a Party notifies in writing, and shall be deemed received upon delivery, or [number] Business Days after posting, or on the next Business Day if sent by email.

This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior understandings. It may be amended only in writing signed by both Parties. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement may be executed in counterparts, each of which shall be deemed an original.

The Borrower's payment obligations are independent of any claim or dispute it may assert against the Lender, and the Borrower shall not suspend payment by reason of any such claim or dispute. The Lender's certificate as to any amount due shall be conclusive evidence thereof, absent manifest error.