MULTIPLE INDEBTEDNESS MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT

Transcription

1 MULTIPLE INDEBTEDNESS MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT BE IT KNOWN that on this day of, 2008, before me, the undersigned Notary Public, duly commissioned and qualified in and for Parish, Louisiana, and in the presence of the undersigned competent witnesses, personally came and appeared,, (Taxpayer Identification No. ), a, represented by its undersigned officer, duly authorized and whose address is OR an individual of the full age of majority (S.S. No. ), domiciled in Parish, Louisiana and residing at (the Mortgagor ). who declared as follows: ARTICLE I DEFINITIONS Section 1.1 Certain Definitions. As used herein, in addition to the terms previously defined herein, the following terms shall have the meanings indicated: Advances means any sums advanced by the Mortgagee for the curing of defects, for the maintenance or preservation of the Property or for the payment of Taxes, including without limitation insurance premiums and keeper costs, as provided for herein. "Application" means the completed printed application for an award of Incentive Payments under the Program on file with OCD, and all written responses, attachments, addenda and amendments pertaining thereto. "Commercial Laws" means the Louisiana Commercial Laws, Louisiana Revised Statutes Title 10, Sections 1-101, et seq., as amended. "Commitment" that certain (i) Application; (ii) Conditional Award Letter, dated from Mortgagee to Mortgagor; and (iii) Small Rental Property Program Commitment Letter, dated, 2008, executed by both Mortgagor and Mortgagee where Mortgagee agreed to award the Incentive Loan to Mortgagor, and Mortgagor agreed to the terms and conditions for funding of the Incentive Loan, as modified or amended from time to time. "Fixtures means goods that after placement on an immovable become component parts of land, buildings and other constructions and which are used in the conduct of a trade, business, occupation or other commercial or industrial activity. "Incentive Loan" means the loan by Mortgagee to Mortgagor under and pursuant to the United States of America under the U.S. Department of Housing and Urban Development ( HUD ) Community Development Block Grant ( CDBG ) Program, which CDBG Program is being administered by OCD, pursuant to the Commitment. The purpose of the Incentive Loan is to provide owners of qualified small residential rental projects with an incentive to reduce rents and deliver affordable rental housing in the parishes affected by Hurricane Rita and Hurricane Katrina. Incentive Loan Documents means collectively, the Commitment, this Mortgage, the Note, the Incentive Payment Agreement, and any and all other agreements, documents, financing statements, and instruments executed and delivered pursuant to the terms of the Incentive Loan Documents, and any future amendments hereto, or restatements hereof, together with any and all renewals, extensions, and restatements of, and amendments and modifications to, any such agreements, documents, and instruments. "Incentive Payment Agreement means that certain Incentive Payment Agreement executed by Mortgagor in favor of Mortgagee, dated, 200, regulating the Incentive Loan, as modified, supplemented or amended in accordance with its terms. Mortgage means this Multiple Indebtedness Mortgage, Assignment of Leases and Rents and Security Agreement, securing the obligations of Mortgagor under the Incentive Loan Documents. "Mortgagee" means The State of Louisiana, Division of Administration, Office of Community Development, as administrator of the Small Rental Property Program, The Road Home, U.S. HUD Community Development Block Grant Program, and any future holder or holders of the Note. 1

2 Note means that certain promissory note evidencing the Incentive Loan, dated of even date herewith made by Mortgagor and payable to the order of Mortgagee in the original principal amount of AND NO/100 DOLLARS ($ ), and any modification, amendment or supplement to such note, or any note issued in renewal of or substitution therefore. Permitted Encumbrances" means those encumbrances to Mortgagor's title to the Property contained in Schedule B, Part 1 of Mortgagee's title policy, including without limitation a first mortgage lien in favor of, and any other encumbrance consented to by Mortgagee. "Taxes" means all federal, state, parish, city, municipal or other taxes, assessments, fees, levies, imposts, duties, deductions, withholdings or other charges of any nature whatsoever from time to time or at any time imposed by any laws or by any governmental authority against the Property. Section 1.2 Number, Gender, and Headings. Whenever herein the singular number is used, the same shall include the plural where appropriate and vice versa, and words of any gender shall include each other gender where appropriate. The captions, headings and arrangements used in this Mortgage are for convenience only and do not in any way affect, limit, amplify or modify the terms and provisions hereof. All references in this Mortgage to Exhibits and Sections refer to the Exhibits and Sections of this Mortgage unless expressly provided otherwise. All Exhibits attached to this Mortgage are a part hereof for all purposes. ARTICLE II INDEBTEDNESS; PROPERTY Section 2.1 Indebtedness. A. The Mortgage is granted by Mortgagor to and in favor of Mortgagee to secure the punctual payment and performance of any and all present and future obligations and liabilities of every type or description of Mortgagor to Mortgagee under the Incentive Loan Documents, including without limitation, repayment of the Incentive Loan, whether for principal, premium, if any, interest, expenses, indemnities, or other amounts (including attorneys fees and expenses) and including reimbursement of Advances, in each case, whether due or not due, direct or indirect, joint and/or several or solidary, absolute or contingent, voluntary or involuntary, liquidated or unliquidated, determined or undetermined, now or hereafter existing, renewed or restructured, whether or not from time to time decreased or extinguished and later increased, created or incurred, and whether or not recovery of any such obligation or liability may be barred by a statute of limitations or prescriptive period or such obligation or liability may otherwise be unenforceable, to the fullest extent permitted by Louisiana Civil Code article 3298 (all obligations and liabilities described in this Section 2.1(A) being collectively referred to herein as the Indebtedness ). B. The maximum amount of Indebtedness that may be outstanding at any time and from time to time that this Mortgage secures, including, without limitation, as a mortgage, as a collateral assignment, as an assignment of leases and rentals and as a security agreement, shall be $. This Mortgage is and shall remain effective, even though the amount of the Indebtedness may now be zero or may later be reduced to zero, until all of the amounts, liabilities and obligations, present and future, comprising the Indebtedness have been incurred and are extinguished. When no Indebtedness secured by this Mortgage exists and the Mortgagee is not bound or authorized to permit any Indebtedness to be incurred, this Mortgage may be terminated by the Mortgagor upon 30 days prior written notice sent by the Mortgagor to the Mortgagee in accordance with the provisions of this Mortgage. Section 2.2 Confession of Judgment. Solely for purposes of executory process (and for no other purpose whatsoever) under Louisiana law, the Mortgagor does hereby acknowledge and CONFESS JUDGMENT in favor of the Mortgagee for the full amount of the Indebtedness. Section 2.3 Attorneys Fees. If the Indebtedness is placed in the hands of an attorney for the filing of foreclosure proceedings, to protect the rights of the Mortgagee or to enforce any of the agreements contained in this Mortgage, the Mortgagor shall pay all costs of collection or enforcement, including, but not limited to, the reasonable fees and expenses of the attorneys who may be employed for such purposes, whether or not suit on the Indebtedness or any foreclosure proceedings are filed. Section 2.4 Hypothecation. In order to secure the full and punctual payment and performance of the Indebtedness, the Mortgagor does by these presents specially mortgage, assign, and pledge unto the Mortgagee, and grant in favor of the Mortgagee a continuing security interest in the following described property (collectively, the Property ): A. Real Estate. All present and future rights, title and interest of the Mortgagor in the immovable property described on Exhibit A (the Immovable Property ), together with all of the present and future rights, title and interest of the 2

3 Mortgagor in all buildings, structures, improvements, other constructions and Fixtures, of every kind and description, now or hereafter situated on the Immovable Property, together with all appurtenances, servitudes, development rights, sewer rights, licenses, streets, alleys, passages, ways, riparian rights, batture rights, interests, prescriptions, advantages and other rights and privileges whatsoever in any way belonging, relating or appertaining to the foregoing. B. Additions and Proceeds. This Mortgage, without further action, shall also attach to all (a) subsequent additions, substitutions and replacements to and for any or all of the Property, (b) present and future component parts of and accessions to any or all of the Property, (c) natural increases, accessions, accretions and issues of the Property, and (d) rights of the Mortgagor to receive proceeds attributable to the sale, insurance loss, condemnation or other taking of all or any part of the Property, and any contract, tort or other damage awards in connection with, relating to or arising out of all or any part of the Property (including, without limitation, any sums which may be awarded or become payable to the Mortgagor for damages caused by public works or constructions on or near the Property ). With respect to the proceeds referred to in clause (d) above (collectively, the Proceeds ), this Mortgage is a collateral assignment thereof pursuant to La. R.S. 9:5386 et seq., whether such Proceeds or any of them now exist or arise in the future, and the Mortgagor does hereby irrevocably appoint the Mortgagee and its agents as the true and lawful mandataries and attorneys-in-fact of the Mortgagor following the occurrence of an Event of Default to carry out and enforce all of the Mortgagor s rights, title and interest in and to any or all of the Proceeds hereby collaterally assigned. Section 2.5 Assignment and Pledge of Leases and Rentals. In order to further secure the full and punctual payment and performance of the Indebtedness, the Mortgagor hereby pledges, assigns and transfers unto the Mortgagee, (a) all of the rentals, income, profits, security deposits and other sums (collectively, the Rentals ) due or becoming due under or otherwise payable under or received or receivable in connection with the Leases; (b) all leases and subleases, whether written or verbal, or any letting of, or any agreement for the use or occupancy of, all or any part of the Property, presently or subsequently granted and bearing against the Property or any part thereof (all such leases and subleases, together with all modifications, extensions and renewals thereof shall be collectively referred to as the Leases ); and (c) any and all benefits and advantages to be derived from the Leases and all guarantees of any obligations of any lessee under any of the Leases; provided, however, that so long as no Event of Default shall have occurred, the Mortgagor shall be entitled to continue to collect the Rentals and exercise all of its rights under the Leases. The assignment of Leases and Rentals in this Section is, and is intended to be, an assignment from the Mortgagor to the Mortgagee made in accordance with and to the fullest extent permitted by Louisiana Revised Statutes 9:4401, et seq., as amended. Section 2.6 Security Agreement. This Mortgage also is intended to be a security agreement under the Commercial Laws for any of the items specified above in Section 2.4 as part of the Property that, as a matter of law, may be subject to a security interest under the Commercial Laws. In order to further secure the full and punctual payment and performance of the Indebtedness, the Mortgagor hereby grants to the Mortgagee a security interest in all such items. The Mortgagor shall pay all reasonable costs and expenses of any record searches for financing statements that the Mortgagee reasonably may require and of any financing statements filed by Mortgagee. Section 2.7 Multiple Purposes. This Mortgage may be construed and enforced variously and simultaneously as a mortgage, assignment, pledge, contract or security agreement as may be appropriate under applicable laws from time to time in order to effectuate fully the purposes and agreements herein set forth. Section 2.8 Release of Property; Mortgagor and Lien Not Released. The Mortgagee may at any time, without notice to the Mortgagor, release any part of the Property from the effect of this Mortgage, grant an extension or deferment of time for the discharge of any obligation hereunder, permit the substitution and transfer of documents, agreements and instruments evidencing the Indebtedness, agree in writing with the Mortgagor or any other Person to modify the terms of payment or performance of the Indebtedness, accept or release other or additional security for the Indebtedness, consent to the granting of any easement or servitude affecting the Property and join in any extension or subordination agreement, in each case without affecting the liability of the Mortgagor hereunder. ARTICLE III REPRESENTATIONS AND WARRANTIES OF MORTGAGOR The Mortgagor hereby represents, warrants, covenants, promises, stipulates and agrees as follows: Section 3.1 Title. Mortgagor represents and warrants that it has good and merchantable title to the Property, free of all liens and encumbrances, other than the Permitted Encumbrances. Section 3.2 Condemnation. No condemnation or eminent domain proceedings have been commenced and/or are pending with respect to the Property, and, to the best of the Mortgagor s knowledge, no such condemnation or eminent domain proceedings affecting the Property are about to be commenced. 3

4 Section 3.3 Taxes. The Mortgagor has not received any notice of any federal, state or local Tax claims or liens assessed or filed against the Mortgagor or the Property for Taxes which are due and payable, unsatisfied of record or docketed in any court of the state in which the Property is located or in any court located in the United States. ARTICLE IV COVENANTS OF MORTGAGOR So long as the Indebtedness or any part thereof remains outstanding or unpaid, the Mortgagor specially covenants and agrees with the Mortgagee as follows: Section 4.1 Warranty. The Mortgagor shall warrant, preserve and defend the title to the Property, the interest of the Mortgagee in and to the Property and the validity, enforceability and priority of the liens created under this Mortgage, against the claims and demands of all persons whomsoever, at the Mortgagor s sole cost and expense. Section 4.2 Payment; Performance of Covenants. The Mortgagor shall make prompt payment when due of the Indebtedness as the same become due, without offset, counterclaim or defense, and shall punctually and properly perform, satisfy and comply with all of the Mortgagor s covenants, duties, agreements and conditions under the Incentive Loan Documents. Section 4.3 Payment of Taxes and Utilities. Mortgagor shall pay or cause to be paid all Taxes levied or assessed against all or any part of the Property before any fine, penalty, interest or cost may be imposed by applicable laws for the nonpayment thereof. Upon request, the Mortgagor shall deliver to the Mortgagee receipted bills or cancelled checks evidencing the payment of all Taxes. The Mortgagor shall timely pay or cause to be paid all charges for electricity, power, gas, water and other utilities used in connection with the Property. Section 4.4 Payment of Debt Pertaining to Property. Mortgagor shall pay or cause to be paid all debt, claims, encumbrances and liabilities of any kind or character (including, without limitation, claims for labor, materials, supplies and rent) incurred in the construction, operation, and maintenance of the Property (if the same may result in a lien against the Property) within ninety (90) days after the same become due. Section 4.5 Other Compliance. Mortgagor agrees (i) to perform and comply with all covenants, agreements and restrictions affecting the Property and with all applicable laws and orders of any governmental authorities exercising any power of regulation or supervision over the Mortgagor or any part of the Property, whether now or hereafter enacted or enforced, (ii) to comply with the terms of all insurance policies covering or applicable to the Property, and (iii) to procure, maintain and comply with all permits, licenses, approvals or other authorizations required for any use of the Property being made and for the proper repair, alteration, operation or maintenance of the Property or any portion thereof. Section 4.6 Contest of Taxes, Debt and Other Claims. Notwithstanding any other provision herein to the contrary, Mortgagor shall have the right to contest, at its own expense, by appropriate legal proceedings conducted in good faith and with due diligence, the amount or validity of any Taxes, debt, claims, assessments or encumbrances referred to herein (other than this Mortgage or any of the other Incentive Loan Documents), or any of the applicable laws, orders, licenses and authorizations referred to herein, so long as the Property is not placed in jeopardy of being seized or forfeited, and such contest proceedings conclusively operate to stay the sale of all or any portion of the Property to satisfy such claim. Section 4.7 Performance Under Leases. The Mortgagor shall continue to perform faithfully all of the lessor s obligations under each of the Leases. The Mortgagee may, but shall not be obligated to, take any action the Mortgagee deems necessary or desirable to cure any default by the Mortgagor under any of the Leases, and all expenses incurred by the Mortgagee in connection with the curing of such default, of every kind and character, shall be Advances hereunder. Mortgagee shall not be obligated to perform or discharge, nor does it undertake to perform or discharge any of the obligations or liabilities of Mortgagor under any of the Leases. Section 4.8 Insurance. Mortgagor shall maintain in force at all times during the term of any Incentive Loan Document, the following polices of insurance, with deductibles acceptable to Mortgagee, and naming Mortgagee, as appropriate, as a "Loss Payee" or "additional insured" as its interest may appear: (i) if requested by Lender in writing, a commercial general liability policy (ISO form or equivalent), including insurance against assumed or contractual risk with respect to the Property and the operations of Mortgagor and any tenants in, on or about the Property, which limits with respect to personal liability and property damage shall be not less than One Million and 00/100 Dollars ($1,000,000.00) per occurrence; (ii) all risk property insurance, including theft, written at replacement cost value in an adequate amount to avoid coinsurance and a replacement cost endorsement insuring Mortgagor's fixtures, furnishings, equipment and all items of personal property of Mortgagor; (iii) workers' compensation coverage if required by law; and (iv) such insurance as may from time to time be required by city, county, state or federal laws, codes, regulations or authorities, together with such other insurance as is reasonably necessary or appropriate under the 4

5 circumstances, provided same can be obtained at commercially reasonable rates. All insurance policies shall be issued by carriers reasonably acceptable to Mortgagee, and shall include a standard mortgagee clause (without contribution) in favor of and acceptable to Mortgagee. The insurance policies shall provide for coverages and deductibles acceptable to Mortgagee. Each insurance policy shall provide that it may not be cancelled, reduced or terminated without at least thirty (30) days prior written notice to Mortgagee. Mortgagor shall provide Mortgagee with a certificate evidencing the insurance prior to disbursement of proceeds of the Incentive Loan. If the Property is located in a Special Flood Hazard Area according to the FEMA Flood Maps, any dwelling structure on any part of the Property shall be insured under a policy of Flood Insurance in and amount equal to the lesser of (a) 100% of the insurable value of the dwelling structure, as determined by the Property insurer; or (b) the maximum amount of coverage available under the National Flood Insurance Program. Section 4.9 Damage to and Destruction of the Property. If the Property is damaged or destroyed, in whole or in part, by fire or other casualty covered by insurance, and if such damage or destruction results in the receipt by the Mortgagor or the Mortgagee of any insurance proceeds, then such insurance proceeds shall be disbursed to the Mortgagor, under such conditions, including, without limitation, pursuant to a construction contract approved by the Mortgagee and/or against paid invoices, as the Mortgagee may require, to enable the Mortgagor to repair or restore the Property or for any other purpose acceptable to the Mortgagee. Provided, however, if an Event of Default then exists, Mortgagee may require that such proceeds be paid to Mortgagee and applied to the repayment of the Indebtedness. Section 4.10 Condemnation. Mortgagor hereby assigns to Mortgagee any and all awards that may be given or made in any proceedings by any legally constituted authority to condemn or expropriate the Property, or any part thereof, under power of eminent domain. If there is such a condemnation or expropriation of a portion of the Property, the net proceeds shall be applied to the repair and restoration of the Property (to the extent legally able to be repaired or restored) under such conditions as are acceptable to Mortgagee. If all of the Property is condemned or expropriated, or if an Event of Default exists, Mortgagee may require that all or some portion of the net proceeds be applied toward the payment of the Indebtedness. Section 4.11 Preservation and Maintenance of Property. The Mortgagor (i) shall not commit waste, (ii) shall not abandon or demolish the Property, (iii) in the event of any damage, injury or loss to the Property, shall restore or repair promptly the damage, injury or loss to the Property to substantially the same condition of the Property before the damage, injury or loss, (iv) shall keep the Property in good condition, repair and working order, ordinary wear and tear excepted, and (vii) shall comply with all applicable laws, ordinances, regulations and requirements of any governmental authority with jurisdiction over the Property. Section 4.12 Use of Property. The Mortgagor shall use the Property so as to comply with the terms of the Incentive Payment Agreement. Section 4.13 Sale or Encumbrance. Until the Indebtedness is paid in full, and except (i) for leases in the ordinary course of business; and (ii) as permitted under any other Incentive Loan Document; and (iii) for the Permitted Encumbrances, Mortgagor shall not create, effect, consent to, attempt, contract for, agree to make, suffer or permit any of the following, without the prior written consent of Mortgagee: (a) a conveyance, sale, assignment, or transfer of all or any interest in the Property, unless the purchaser, transferee or assignee assumes all of Mortgagor s obligations under the Incentive Payment Agreement, or (b) a lien, pledge, mortgage, security interest, encumbrance or alienation of the Property, or any interest in or portion of the Property, or any interest in Mortgagor, or any partner, shareholder or member of Mortgagor, or any change of ownership or control of Mortgagor or any member, partner or shareholder of Mortgagor, which is effected directly, indirectly, voluntarily, involuntarily, or by operation of law or otherwise. Upon the transfer of the Property in accordance with this Section 4.13, Mortgagor shall be released from all liability arising out of ownership of the Property and out of the Incentive Loan Documents, but only to the extent that the transferee has assumed all right, title and interest to the Property and has provided written assurance acceptable to Mortgagee that such transferee agrees to be bound by the terms of the Incentive Payment Agreement and the terms of any other Incentive Loan Documents. Section 4.14 Inspection; Records. Mortgagor shall permit Mortgagee to visit and inspect the Property upon reasonable, written, advance notice. Any inspections performed by or for the Mortgagee shall be performed at times and in a manner so as not to unreasonably interfere with the Mortgagor s business or the operation of the Property. Mortgagor shall keep accurate books and records pertaining to the operation of the Property. Section 4.15 Cure of Defects. Mortgagor will keep the lien of this Mortgage valid and unimpaired. Mortgagor will promptly (and in no event later than 30 days after written notice from Mortgagee is received) cure any defects in the 5

6 creation, execution and delivery of this Mortgage, the Note and the other Incentive Loan Documents. The Mortgagee (whether or not named as a party to legal proceedings with respect thereto) is hereby authorized and empowered to take such additional steps as in its judgment and discretion may be necessary or proper for the defense of any such legal proceedings or the protection of the validity or priority of this Mortgage and the liens created or evidenced hereby, and all expenses so incurred of every kind and character shall be a demand obligation owing by the Mortgagor to the Mortgagee and shall be considered Advances, and the same shall be secured by the lien evidenced by this Mortgage, and the party incurring such expenses shall be subrogated to all rights of the Person receiving such payment. Section 4.16 Further Assurances. Mortgagor agrees to execute all additional documents, instruments and agreements that Mortgagee may deem to be necessary and proper, within its sole discretion, in form and substance satisfactory to Mortgagee, to keep this Mortgage in effect, to better reflect the true intent of this Mortgage, and to consummate fully all of the transactions contemplated hereby and by any other agreement, instrument or document heretofore, now or at any time or times hereafter executed by Mortgagor and delivered to Mortgagee. ARTICLE V EVENTS OF DEFAULT AND REMEDIES Section 5.1 Events of Default. Mortgagor shall be in default hereunder if any one or more of the following events shall occur for any reason whatsoever (whether such occurrence shall be voluntary or involuntary or come about or be affected by operation of law or pursuant to or in compliance with any judgment, decree, order, rule or regulation of any governmental authority) and such event shall remain uncured for forty-five (45) days after Mortgagor has received written notice of such default from Mortgagee (individually or collectively, an Event of Default ): (a) If Mortgagor fails to make payment(s) of money as and when due under the Incentive Loan Documents; (b) If Mortgagor shall fail or refuse to punctually and properly perform, observe and comply with any covenant, term, agreement or condition contained in the Incentive Loan Documents; (c) If any statement, representation or warranty of Mortgagor in any of the Incentive Loan Documents is false, misleading or erroneous in any material respect at the time made or thereafter; (d) If Mortgagor or any of part of the Property becomes subject to any judgment or seizure that is not vacated, stayed or discharged within forty-five (45) days; or (e) If Mortgagor is or becomes insolvent; makes an assignment for the benefit of creditors; is or becomes a debtor under any proceeding pursuant to the United States Bankruptcy Code; or a receiver is appointed for, or a writ or order of attachment, levy or garnishment is issued against Mortgagor for the property, assets or income of Mortgagor. 5.2 Remedies. Mortgagor specifically agrees that upon the occurrence of an Event of Default, THEN, AND IN EACH AND EVERY SUCH CASE, the Mortgagee may, at its option declare the entire amount of the Indebtedness to be due and payable immediately, without presentment, demand, protest, notice of protest or dishonor or other notice of default of any kind, all of which are hereby expressly waived by the Mortgagor, anything in this Mortgage or any of the other Incentive Loan Documents to the contrary notwithstanding. In addition to the foregoing, upon the occurrence and continuance of any Event of Default, the Mortgagee may take such action, without notice or demand or putting in default (all of which are hereby expressly waived by the Mortgagor), as it deems advisable to protect and enforce its rights against the Mortgagor and in and to the Property, including, but not limited to, the following actions, each of which may be pursued concurrently or otherwise, at such time and in such order as the Mortgagee may determine, in its sole discretion, without impairing or otherwise affecting any other rights and remedies of the Mortgagee: (a) institute proceedings for the complete foreclosure of this Mortgage, in which case the Property may be sold for cash or upon credit in one or more parcels under ordinary or executory process, at the Mortgagee s sole option, and with or without appraisement, appraisement being hereby expressly waived by the Mortgagor; or (b) to the extent permitted and pursuant to the procedures provided by applicable laws, institute proceedings for the partial foreclosure of this Mortgage for the portion of the Indebtedness then due and payable, subject to the continuing lien of this Mortgage for the balance of the Indebtedness not then due; or (c) institute an action, suit or proceeding in equity for the specific performance of any covenant, condition or agreement contained in this Mortgage or any of the Incentive Loan Documents; or 6

7 (d) apply for the appointment of a trustee, receiver, liquidator or conservator of the Property, without regard for the adequacy of the security for the Indebtedness and without regard for the solvency of the Mortgagor or of any other person liable for the payment of the Indebtedness; or (e) sell any of the Property that is subject to the provisions of the Commercial Laws at public or private sale, for cash, upon credit or for future delivery, at such price or prices as the Mortgagee may deem satisfactory, and in connection with any such sale, the Mortgagor hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any laws now existing or hereafter adopted and agrees that ten (10) days prior written notice of the time and place of any such sale or other intended disposition of any such Property constitutes reasonable notification within the meaning of the Commercial Laws, except that shorter or no notice shall be reasonable as to any of such Property which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market; or (f) pursue such other remedies as the Mortgagee may have under applicable laws, including, without limitation, as a secured party under the Commercial Laws, in equity, by virtue of any other security instrument or otherwise. The Mortgagee may proceed under this Mortgage solely as to the immovable property interests or solely as to the movable property interests or as to both the immovable and movable property interests in accordance with its rights and remedies in respect of the immovable property interests. Following an Event of Default, Mortgagee is hereby appointed agent and attorney-in-fact for the Mortgagor and is hereby authorized and empowered to carry out and enforce all incorporeal rights pledged by the Mortgagor hereunder. This power, being coupled with an interest, is irrevocable so long as any of the Indebtedness remains outstanding. 5.3 Nonrecourse. (a) Notwithstanding anything to the contrary contained herein, except as set forth in Section 5.3(b), Mortgagor shall have no personal liability under the Incentive Loan Documents for the repayment of the Indebtedness or for the performance of any other obligations of Mortgagor under the Incentive Loan Documents, and Mortgagee s only recourse for the recovery of the Indebtedness and the performance of such obligations shall be to exercise its rights and remedies with respect to the Property and such other collateral held by Mortgagee as security for the Indebtedness. (b) Mortgagor shall become personally liable to Mortgagee for the repayment of the Indebtedness equal to any loss or damage suffered by Mortgagee as a result of: (1) any fraud or material misrepresentation by Mortgagor or any officer, agent, director, partner, member or employee of Mortgagor in connection with the Application, the Incentive Loan Documents, or any request by Mortgagee; (2) any material misrepresentation by Mortgagor, or any officer, agent, director, partner, member or employee of Mortgagor that, had such misrepresentation not been made, would have prevented Mortgagor from receiving the Incentive Loan. (c) To the extent that Mortgagor has personal liability under this Section 5.3, Mortgagee may exercise its rights against Mortgagor personally without regard to whether Mortgagee has exercised any rights against the Property or any other security, or pursued any rights against any guarantor or key principal of Mortgagor, or pursued any other rights available to Mortgagee under the Incentive Loan Documents or applicable law. Section 5.4 Keeper. In connection with each and all of the foregoing and acting pursuant to the authority granted under La. R.S. 9: , as the same may hereafter be amended or supplemented, the Mortgagor and the Mortgagee hereby expressly designate the Mortgagee, or any agent or other person named by the Mortgagee, as keeper of the Property pending the judicial sale thereof, with all the powers set forth in said statutes, including the right to employ agents to operate the Property. All reasonable costs, expenses and liabilities of every character incurred by the Mortgagee or any such other person as keeper in connection with managing, operating, maintaining and possessing the Property shall constitute a demand obligation owing by the Mortgagor to the Mortgagee, and shall bear interest from date of expenditure until paid at the rate provided in Section 5.8 hereof for Advances to bear. All of such costs, expenses and liabilities shall constitute a portion of the Indebtedness secured by this Mortgage. The keeper shall be entitled to receive as compensation, in excess of such costs, expenses and liabilities, a reasonable amount to be fixed by the court based upon the keeper s activities and the amounts expended in connection with the management, operation and maintenance of the Property. The designation of keeper made herein shall not be deemed to require the Mortgagee to provoke the appointment of such a keeper. Section 5.5 Certain Waivers. The Mortgagor hereby expressly waives any and all homestead exemptions and other exemptions to which the Mortgagor is or may be entitled under the Constitution and statutes of the State of Louisiana insofar as the Property is concerned. The Mortgagor further waives to the extent permitted by law: (i) the benefit of appraisement provided for in Louisiana Code of Civil Procedure articles 2332, 2336, 2723 and 2724, and all other laws conferring the same; (ii) the demand and three (3) days delay provided for in Louisiana Code of Civil Procedure articles 2639 and 2721; (iii) the notice of seizure provided for in Louisiana Code of Civil Procedure articles 2293 and 2721; (iv) the three (3) days 7

8 delay provided for in Louisiana Code of Civil Procedure articles 2331 and 2722; and (v) other benefits provided in Louisiana Code of Civil Procedure articles 2331, 2722 and Section 5.6 Waiver of Marshaling. Notwithstanding the existence of any other security interest in the Property held by the Mortgagee or by any other party, the Mortgagee shall have the right to determine the order in which any or all of the Property shall be subjected to the remedies provided in this Mortgage. The Mortgagor, any party who consents to this Mortgage and any party who has actual or constructive notice of this Mortgage waives all right to require the marshaling of assets in connection with the exercise of any of the remedies permitted by law or provided in this Mortgage. Section 5.7 Actions With Respect to Leases. In addition to all of the Mortgagee s rights and remedies set forth above, if an Event of Default shall occur and continue, the Mortgagor hereby authorizes the Mortgagee, either in person or by an agent, or by a keeper appointed by the court, to enter upon and take possession of the Property and exercise all rights available to the Mortgagee under La. R.S. 9:4401, et seq., as amended. The Mortgagee shall apply the net amount of the Rentals collected, after payment of all proper costs and charges, to the Indebtedness as the Mortgagee shall determine. Section 5.8 Rights and Remedies Cumulative. All rights and remedies herein given to the Mortgagee shall be cumulative and in addition to every other right and remedy herein specifically given and now or hereafter existing under law, equity or otherwise, and each and every right and remedy, whether specifically given or otherwise existing, may be exercised from time to time and so often and in such order as may be deemed expedient by the Mortgagee, and the exercise or the beginning of the exercise of any such right or remedy shall not be deemed a waiver of the right to exercise, at the same time or thereafter, any other right or remedy. No delay or omission by the Mortgagee in the exercise of any right or remedy shall impair any such right or remedy or operate as a waiver of any other right or remedy then or thereafter existing. Section 5.9 Performance by the Mortgagee; Advances. If the Mortgagor should fail, refuse or be unable to pay any sum of money herein covenanted to be paid by the Mortgagor, or fail, refuse or be unable to keep or perform any additional covenant or covenants whatsoever contained in this Mortgage, the Mortgagee may, but shall not be obligated to, pay such Advances or perform or attempt to perform any such covenant; provided, however, that nothing herein contained shall be construed as making the Mortgagee liable for any loss, damage or injury resulting from the nonpayment or nonperformance thereof. The Mortgagor covenants and agrees that, within thirty (30) days after demand therefor by the Mortgagee, the Mortgagor will repay the Advances to the Mortgagee, but until the repayment thereof, such Advances shall bear interest at the rate of eight percent (8%) per annum from the dates thereof until repaid. This Mortgage shall be deemed to secure the obligations of the Mortgagor to repay the Advances together with interest thereon and reasonable attorneys fees and expenses and other charges and expenses of any and every kind for the full protection and preservation of the Property or this Mortgage, including payments required in respect of any lien, privilege or mortgage affecting the Property. ARTICLE VI MISCELLANEOUS Section 6.1 Release of Mortgage. Upon the observance and performance of each and every covenant and condition set forth in the Incentive Loan Documents and indefeasible payment and performance in full of the Indebtedness, then this Mortgage shall be released at the Mortgagor s request and expense, provided that no release hereof shall impair the Mortgagor s warranties and indemnities contained herein. Otherwise, this Mortgage shall remain in full force and effect. Section 6.2 Survival of Assignment. Notwithstanding anything to the contrary contained in this Mortgage, the assignment, pledge and mortgaging of the Leases and Rentals and any Proceeds derived from the Property, and the right to apply any of the foregoing in accordance with the terms of this Mortgage, shall survive any foreclosure of the lien of this Mortgage. Section 6.3 Waivers. Any and all covenants in this Mortgage may from time to time, by instrument in writing signed by the Mortgagee and delivered to the Mortgagor, be waived to such extent and in such manner as the Mortgagee may desire, but no such waiver shall ever affect or impair the Mortgagee s rights or liens hereunder, except to the extent specifically stated in such written instrument. Section 6.4 Authentic Evidence. Any and all declarations of fact made by authentic act before a Notary Public in the presence of two witnesses by any person declaring such facts lie within his knowledge shall constitute authentic evidence of such facts for the purpose of executory process. Section 6.5 No Waiver. No forbearance on the part of the Mortgagee and no extension of the time for payment of the Indebtedness given by the Mortgagee shall operate to release, discharge, modify, change or affect, in whole or in part, the 8

9 liability of the Mortgagor hereunder or for the payment of the Indebtedness or performance of the obligations secured hereby or the liability of any other person hereunder or for the payment of the Indebtedness. Section 6.6 Severability. A determination that any provision of this Mortgage is unenforceable or invalid shall not affect the enforceability or validity of any other provision of this Mortgage, or the enforceability or validity of such provision as it may apply to other persons or circumstances. Section 6.7 Notices. Whenever this Mortgage requires or permits any consent, approval, notice, request or demand from one party to another, the consent, approval, notice, request or demand must be in writing and shall be deemed sufficiently given or furnished if delivered by personal delivery, by telecopy, by expedited delivery service with proof of delivery, or by registered or certified United States mail, postage prepaid, at the following addresses, or to such address as may be hereafter notified in writing by the respective parties hereto: If to the Mortgagee: If to the Mortgagor: State of Louisiana, Division of Administration, Office of Community Development Disaster Recovery Unit Attention: Small Rental Property Repair Program Post Office Box Baton Rouge, Louisiana Section 6.8 Relationship of Parties. No right or benefit conferred on the Mortgagee under this Mortgage shall constitute or be deemed to constitute the Mortgagee a partner or a joint venturer with the Mortgagor. The Mortgagor and the Mortgagee specifically acknowledge that the relationship between the Mortgagor and the Mortgagee is solely that of borrower and lender and that all payments required to be made by the Mortgagor to the Mortgagee hereunder or under any of the other Incentive Loan Documents are required solely by reason of that relationship. Section 6.9 Mortgagee's Duties. The rights, authority to approve, consent to, disapprove and withhold consent from, exercise judgment or discretion and such other powers (collectively, the Powers ) conferred on the Mortgagee hereunder are solely to protect its interest in the Property, and the Mortgagee shall be under no obligation to exercise any such Powers. Except for accounting for monies actually received by it hereunder and the safe custody of the Property in its possession, the Mortgagee shall not have any duty as to any matters relating to the Property or as to ascertaining or taking any action with respect to the Property, whether or not the Mortgagee has or is deemed to have knowledge of such matters, or as to taking any necessary steps to preserve rights against any parties or other rights pertaining to the Property. Section 6.10 Multiple Originals. This Mortgage may be executed in multiple originals, all of which such multiple originals together shall constitute one and the same mortgage. Section 6.11 Binding Effect. This Mortgage shall be binding upon the Mortgagor and its successors and assigns and shall inure to the benefit of the Mortgagee and its successors and assigns. The benefit of this Mortgage shall pass automatically with any assignment of the Indebtedness (or any portion thereof) to the extent of such assignment. Section 6.12 Waiver of Certificates. The parties hereto expressly waive the production of conveyance, mortgage or tax certificates and hereby relieve and release me, Notary, and my official surety and agree to hold me and said surety harmless from and by reason of the failure to procure and attach same to this Mortgage. Section 6.13 WAIVER OF TRIAL BY JURY. THE MORTGAGOR HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS MORTGAGE OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO WAIVE MORTGAGEE'S RIGHTS TO SOVEREIGN IMMUNITY. Section 6.14 Governing Law. This Mortgage and all matters relating or pertaining hereto shall be governed by and construed in accordance with the laws of the State of Louisiana, without regard to conflicts of laws principles. Section 6.15 Reinscription of Mortgage. The Mortgagor shall cause this Mortgage to be reinscribed in the manner provided by law in the records of the Recorder of Mortgages for the Parish wherein the Property is located at least forty-five (45) days prior to the tenth (10th) anniversary of the date of this Mortgage. 9

10 THUS DONE AND PASSED in the place and on the day, month and year first above written in the presence of the undersigned competent witnesses, who hereunto sign their names with the Mortgagor and me, Notary, after due reading of the whole. WITNESSES: MORTGAGOR: Print Name: Print Name: By: Name: Title: NOTARY PUBLIC 10

11 Exhibit A [Insert Property Description]