THIS INDENTURE, made as of the _(1)_ day of _____(2)______,
20_(3)_, by and between
_______________(4)______________________, of
_____________(5)______________________, hereinafter called
"Mortgagor", and ________________(6)_________________________,
of ______________(7)_______________, hereinafter called

W I T N E S S E T H :


WHEREAS, Mortgagor is justly indebted to Mortgagee in the sum
of ______(8)_________ DOLLARS ($_____(9)_____) in lawful money
of the United States, and has agreed to pay the same, with
interest thereon, according to the terms of a certain note
(the "Note") given by Mortgagor to Mortgagee, bearing even
date herewith.


NOW, THEREFORE, in consideration of the premises and the sum
hereinabove set forth, and to secure the payment of the
Secured Indebtedness as defined herein, Mortgagor has granted,
bargained, sold and conveyed, and by these presents does
grant, bargain, sell and convey unto Mortgagee property
situate in ___(10)___ County, _____(11)_____, more
particularly described in Exhibit "A" attached hereto and by
this reference made a part hereof; TOGETHER with all
buildings, structures and other improvements now or hereafter
located on, above or below the surface of the property
hereinbefore described, or any part and parcel thereof; and,

TOGETHER with all and singular the tenements, hereditaments,
easements, riparian and littoral rights, and appurtenances
thereunto belonging or in anywise appertaining, whether now
owned or hereafter acquired by Mortgagor, and including all
rights of ingress and egress to and from adjoining property
(whether such rights now exist or subsequently arise) together
with the reversion or reversions, remainder and remainders,
rents, issues and profits thereof; and also all the estate,
right, title, interest, claim and demand whatsoever of
Mortgagor of, in and to the same and of, in and to every part
and parcel thereof; and,

TOGETHER with all machinery, apparatus, equipment, fittings,
fixtures, whether actually or constructively attached to said
property and including all trade, domestic and ornamental
fixtures, and articles of personal property of every kind and
nature whatsoever (hereinafter collectively called
"Equipment"), now or hereafter located in, upon or under said
property or any part thereof and used or usable in connection
with any present or future operation of said property and now
owned or hereafter acquired by Mortgagor; and,

TOGETHER with all the common elements appurtenant to any
parcel, unit or lot which is all or part of the Premises; and,
ALL the foregoing encumbered by this Mortgage being
collectively referred to herein as the "Premises";

TO HAVE AND TO HOLD the Premises hereby granted to the use,
benefit and behalf of the Mortgagee, forever.


It is agreed that if any of the property herein mortgaged is
of a nature so that a security interest therein can be
perfected under the Uniform Commercial Code, this instrument
shall constitute a Security Agreement and Mortgagor agrees to
join with the Mortgagee in the execution of any financing
statements and to execute any and all other instruments that
may be required for the perfection or renewal of such security
interest under the Uniform Commercial Code.


Conditioned, however, that if Mortgagor shall promptly pay or
cause to be paid to Mortgagee, at its address listed in the
Note, or at such other place which may hereafter be designated
by Mortgagee, its or their successors or assigns, with
interest, the principal sum of _____(12)_______ DOLLARS
($__(13)__) with final maturity, if not sooner paid, as stated
in said Note unless amended or extended according to the terms
of the Note executed by Mortgagor and payable to the order of
Mortgagee, then these presents shall cease and be void,
otherwise these presents shall remain in full force and



Mortgagor covenants and agrees with Mortgagee as follows:

1.01     Secured Indebtedness.

This Mortgage is given as security for the Note and also as
security for any and all other sums, indebtedness, obligations
and liabilities of any and every kind arising, under the Note
or this Mortgage, as amended or modified or supplemented from
time to time, and any and all renewals, modifications or
extensions of any or all of the foregoing (all of which are
collectively referred to herein as the "Secured
Indebtedness"), the entire Secured Indebtedness being equally
secured with and having the same priority as any amounts owed
at the date hereof.

1.02     Performance of Note, Mortgage, Etc..

Mortgagor shall perform, observe and comply with all
provisions hereof and of the Note and shall promptly pay, in
lawful money of the United States of America, to Mortgagee the
Secured Indebtedness with interest thereon as provided in the
Note, this Mortgage and all other documents constituting the
Secured Indebtedness.

1.03     Extent Of Payment Other Than Principal And Interest.

Mortgagor shall pay, when due and payable, (1) all taxes,
assessments, general or special, and other charges levied on,
or assessed, placed or made against the Premises, this
instrument or the Secured Indebtedness or any interest of the
Mortgagee in the Premises or the obligations secured hereby;
(2) premiums on policies of fire and other hazard insurance
covering the Premises, as required herein; (3) ground rents or
other lease rentals; and (4) other sums related to the
Premises or the indebtedness secured hereby, if any, payable
by Mortgagor.

1.04     Insurance.

Mortgagor shall, at its sole cost and expense, keep the
Premises insured against all hazards as is customary and
reasonable for properties of similar type and nature located
in ______(14)______ County, ____(15)___.

1.05     Care of Property.

Mortgagor shall maintain the Premises in good condition and
repair and shall not commit or suffer any material waste to
the Premises.

1.06     Prior Mortgage.

With regard to the Prior Mortgage, Mortgagor hereby agrees to:

(i)  Pay promptly, when due, all installments of principal and
interest and all other sums and charges made payable by the
Prior Mortgage;

(ii) Promptly perform and observe all of the terms, covenants
and conditions required to be performed and observed by
Mortgagor under the Prior Mortgage, within the period provided
said Prior Mortgage;

(iii) Promptly notify Mortgagee of any default, or notice
claiming any event of default by Mortgagor in the performance
or observance of any term, covenant or condition to be
performed or observed by Mortgagor under any such Prior

(iv) Mortgagor will not request nor will it accept any
voluntary future advances under the Prior Mortgage without
Mortgagee's prior written consent, which consent shall not be
unreasonably withheld.



2.01     Event of Default.

The occurrence of any one of the following events which shall
not be cured within _(16)_ days after written notice of the
occurrence of the event, if the default is monetary, or which
shall not be cured within __(17)__ days after written notice
from Mortgagee, if the default is non-monetary, shall
constitute an "Event of Default":

(a)  Mortgagor fails to pay the Secured Indebtedness, or any
part thereof, or the taxes, insurance and other charges, as
hereinbefore provided, when and as the same shall become due
and payable;

(b)  Any material warranty of Mortgagor herein contained, or
contained in the Note, proves untrue or misleading in any
material respect;

(c)  Mortgagor materially fails to keep, observe, perform,
carry out and execute the covenants, agreements, obligations
and conditions set out in this Mortgage, or in the Note;

(d)  Foreclosure proceedings (whether judicial or otherwise)
are instituted on any mortgage or any lien of any kind secured
by any portion of the Premises and affecting the priority of
this Mortgage.

2.02     Options Of Mortgagee Upon Event Of Default.

Upon the occurrence of any Event of Default, the Mortgagee may
immediately do any one or more of the following:

(a)  Declare the total Secured Indebtedness, including without
limitation all payments for taxes, assessments, insurance
premiums, liens, costs, expenses and attorney's fees herein
specified, without notice to Mortgagor (such notice being
hereby expressly waived), to be due and collectible at once,
by foreclosure or otherwise;

(b)  Pursue any and all remedies available under the Uniform
Commercial Code; it being hereby agreed that ten (10) days'
notice as to the time, date and place of any proposed sale
shall be reasonable;

(c)  In the event that Mortgagee elects to accelerate the
maturity of the Secured Indebtedness and declares the Secured
Indebtedness to be due and payable in full at once as provided
for in Paragraph 2.02(a) hereinabove, or as may be provided
for in the Note, or any other provision or term of this
Mortgage, then Mortgagee shall have the right to pursue all of
Mortgagee's rights and remedies for the collection of such
Secured Indebtedness, whether such rights and remedies are
granted by this Mortgage, any other agreement, law, equity or
otherwise, to include, without limitation, the institution of
foreclosure proceedings against the Premises under the terms
of this Mortgage and any applicable state or federal law.



3.01     Prior Liens.

Mortgagor shall keep the Premises free from all prior liens
(except for those consented to by Mortgagee).

3.02     Notice, Demand and Request.

Every provision for notice and demand or request shall be
deemed fulfilled by written notice and demand or request
delivered in accordance with the provisions of the Note
relating to notice.

3.03     Meaning of Words.

The words "Mortgagor" and "Mortgagee" whenever used herein
shall include all individuals, corporations (and if a
corporation, its officers, employees or agents), trusts and
any and all other persons or entities, and the respective
heirs, executors, administrators, legal representatives,
successors and assigns of the parties hereto, and all those
holding under either of them. The pronouns used herein shall
include, when appropriate, either gender and both singular and
plural.  The word "Note" shall also include one or more notes
and the grammatical construction of sentences shall conform

3.04     Severability.

If any provision of this Mortgage or any other Loan Document
or the application thereof shall, for any reason and to any
extent, be invalid or unenforceable, neither the remainder of
the instrument in which such provision is contained, nor the
application of the provision to other persons, entities or
circumstances, nor any other instrument referred to
hereinabove shall be affected thereby, but instead shall be
enforced to the maximum extent permitted by law.

3.05     Governing Law.

The terms and provisions of this Mortgage are to be governed
by the laws of the State of ____(18)_____. No payment of
interest or in the nature of interest for any debt secured in
part by this Mortgage shall exceed the maximum amount
permitted by law. Any payment in excess of the maximum amount
shall be applied or disbursed as provided in the Note in
regard to such amounts which are paid by the Mortgagor or
received by the Mortgagee.

3.06     Descriptive Headings.

The descriptive headings used herein are for convenience of
reference only, and they are not intended to have any effect
whatsoever in determining the rights or obligations of the
Mortgagor or Mortgagee and they shall not be used in the
interpretation or construction hereof.

3.07     Attorney's Fees.

As used in this Mortgage, attorneys' fees shall include, but
not be limited to, fees incurred in all matters of collection
and enforcement, construction and interpretation, before,
during and after suit, trial, proceedings and appeals.
Attorneys' fees shall also include hourly charges for
paralegals, law clerks and other staff members operating under
the supervision of an attorney.

3.08     Exculpation.

Notwithstanding anything contained herein to the contrary, the
Note which this Mortgage secures is a non-recourse Note and
such Note shall be enforced against Mortgagor only to the
extent of Mortgagor's interest in the Premises as described
herein and to the extent of Mortgagor's interest in any
personalty as may be described herein.

IN WITNESS WHEREOF, the Mortgagor has caused this instrument
to be duly executed as of the day and year first above


___________(19)____________  ____________(21)_____________


STATE OF _______(22)_________)
COUNTY OF ______(23)_________)

THE FOREGOING instrument was acknowledged before me this
_(24)_ day of _____(25)____, 20_(26)_, by


          My Commission Expires: _________(29)_________


The information in this document is designed to provide an outline that you can follow when formulating business or personal plans. Due to the variances by many local, city, county and state laws, we recommend that you seek professional legal counseling before entering into any contract or agreement.

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