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Page 1 of 44 OR-706-002E DEED OF HYPOTHECARY LOAN ON THIS ( ) DAY OF TWO THOUSAND (20 ). BEFORE , the undersigned Notary practicing in the Province of Québec at the City of . APPEARED: MCAP SERVICE CORPORATION, a corporation constituted under the laws of Ontario, having its registered office at 400 – 200 King Street West, Toronto, ON M5H 3T4, and a place of business at 1001 de Maisonneuve Blvd. West, Suite 950, Montreal, Québec, represented by • [name of MCAP signatory], its representative, duly authorized in virtue of a resolution of the board of directors of the said corporation duly adopted on the eighth (8th) day of September, Two Thousand and Fifteen (2015), a duly certified copy of which remains annexed after having been acknowledged as true and signed for identification by said representative with and in the presence of the undersigned Notary and having a notice of address registered in the Land Register under number 6004399 and at the Register of Personal and Movable Real Rights under number 026522: the Lender, of the first part AND: [insert name and address of each Borrower]; the Borrower, of the second part

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Page 1: Deed of Hypothecary Loan - MCAP Legal Rep€¦ · Web viewAssumability is a feature that may be offered with your Loan, whereby your Loan can be taken over (assumed) by the Buyer

Page 1 of 32 OR-706-002E

DEED OF HYPOTHECARY LOAN

ON THIS ( ) DAY OF TWO THOUSAND (20 ).BEFORE , the undersigned Notary practicing in the Province of Québec at the City of .

APPEARED:

MCAP SERVICE CORPORATION, a corporation constituted under the laws of Ontario, having its registered office at 400 – 200 King Street West, Toronto, ON  M5H 3T4, and a place of business at 1001 de Maisonneuve Blvd. West, Suite 950, Montreal, Québec, represented by • [name of MCAP signatory], its representative, duly authorized in virtue of a resolution of the board of directors of the said corporation duly adopted on the eighth (8th) day of September, Two Thousand and Fifteen (2015), a duly certified copy of which remains annexed after having been acknowledged as true and signed for identification by said representative with and in the presence of the undersigned Notary and having a notice of address registered in the Land Register under number 6004399 and at the Register of Personal and Movable Real Rights under number 026522:

the Lender,

of the first partAND:

•[insert name and address of each Borrower];

the Borrower,

of the second part

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WHICH PARTIES AGREE AS FOLLOWS:

1. DEFINITIONS

Capitalized words are used in this Deed with the particular meanings set out below:

Additional Provisions means the additional terms specific to the Loan, attached as schedule hereto, after having been acknowledged as true and signed by the parties for identification with and in the presence of the undersigned Notary, or any additional or amending agreement. The Additional Provisions are in accordance with the Commitment Letter or Loan Agreement.

Advance Date means the date as set out in the Commitment Letter or Loan Agreement.

Amortization Period means the number of years it will take to repay the Loan in full. This may go beyond the Term of the Loan. For example, hypothecary loans often have 5-year terms but 25-year amortization periods.

Applicable Laws means all present and future laws, by-laws, ordinances, regulations and orders that may be in any manner applicable to the Property or its use, or to the Loan in the Province of Québec.

Balance Due Date is the date on which you must repay in full the outstanding balance of your Loan.

Borrower refers to each person that signs this Deed, thereby agreeing to repay the debt and perform all Obligations as outlined in this Deed. The Borrower is the owner of the real estate who hypothecates the Property as security for the repayment of the Loan.

Business Day means any day, other than a Saturday, Sunday or statutory or civic holiday in the Province of Québec. It also excludes any day that the principal chartered banks located in Toronto or in the capital city of the province in which the Property is located, are not open for business during normal banking hours.

Collateral Loan means all present and future amounts owing by you to us, including interest, pursuant to a Commitment Letter or Loan Agreement, guarantee or any other document that you have agreed will be secured by the Property. Without limiting the previous sentence, Collateral Loan debt includes any debt, past, present or future, direct or indirect, absolute or contingent, matured or not, remaining unpaid by you to us, whether arising from dealings between you and us or from any other dealings or proceedings by which we may in any manner be or become your Lender, however incurred, whether incurred by you alone or with others and whether as principal or as surety.

Commitment Letter or Loan Agreement means our letter addressed to you which sets out the terms, referred to in section 2.3 of this Deed, upon which we have agreed to lend funds to you, as it may be modified, extended or renewed from time to time, and which has been accepted by you. It includes the cost of borrowing disclosure required by Applicable Laws.

Compound Interest means interest on the combined amount of overdue interest and the outstanding balance of the Loan, which is calculated and charged at the current Interest Rate in effect at the time.

Condominium Legislation any legislation under the Applicable Laws pertaining to divided co-ownership, including more particularly, the provisions of the Civil Code of Québec dealing with this matter.

Costs means all of our fees, costs, charges and expenses associated with:a. approving, preparing and registering the Hypothecs and any document connected with it,b. obtaining title or Mortgage Insurance,c. amounts that we are entitled to charge you or pay on your behalf under this Deed,d. inspecting the Hypothecated Property,

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e. obtaining appraisals for the Property,f. repairing the Hypothecated Property,g. enforcing our rights under this Deed,h. paying off, removing or releasing any claims against the Hypothecated Property,i. obtaining Property Tax bills, receipts and other communication related to Property Taxes

that you fail to send to us,j. protecting our security, in the event of default under a lease of the Property, andk. administering and processing any requests, consents and other matters arising with

respect to the Loan.

Declaration means the declaration of co-ownership published against the Property pursuant to the provisions of the Civil Code of Québec dealing with divided co-ownership (condominium) which governs the land of which the Property is part.

Deed, these presents, herein, hereby, hereof, hereunder and similar expressions mean or refer to the present deed, Additional Provisions, any accompanying schedules, and the Commitment Letter or Loan Agreement. It also refers to any amendment to this Deed, the Commitment Letter or the Loan Agreement and to any deed, notice or document supplemental or complementary hereto, including any and every deed of hypothec, application for registration, or other instrument or charge which is supplementary or ancillary hereto or in implementation hereof.

Early Payout means the payment in full of the Loan before the:a. Maturity Date for Fixed Interest Rate or Variable Interest Rate loans,b. Balance Due Date for Lines of Credit, orc. Loan Repayment Due Date for Redrawable Hypothecs.

Early Payout Penalty refers to an amount that may be charged when you pay Fixed Interest Rate debt or Variable Interest Rate debt in advance of the Maturity Date.

Early Payout Provisions are the features added to the Loan giving the Borrower the privilege of paying all of the Loan in advance of the:

a. Maturity Date for Fixed Interest Rate or Variable Interest Rate loans,b. Balance Due Date for Lines of Credit, orc. Loan Repayment Due Date for Redrawable Hypothecs.

There may be penalties, premium and/ or fees associated with doing so.

Early Repayment Premium refers to an amount that may be charged when you pay your Redrawable Hypothec in advance of your Loan Repayment Due Date.

First Regular Payment Date occurs after the Advance Date and/ or Interest Adjustment Date. It is the date upon which the first Regularly Scheduled Payment is due.

Fixed Interest Rate means the annual fixed rate of interest as set out in this Deed. This interest rate will not fluctuate or change for the entire Term.

Hypothecs means the hypothecs granted by you under this Deed to secure the Obligations.

Hypothecated Property has the meaning set out in section 5.1 of this Deed.

Interest Adjustment Date is the date identified in section 2.1 of this Deed. It is the date of your first payment of interest and precedes the date of the First Regular Payment Date.

Interest Only Expiry Date is the date on which your Interest Only Period ends, after which time you will be required to start making Regularly Scheduled Payments of principal and interest.

Interest Only Period refers to the period of time over which you are obligated to make minimum Regularly Scheduled Payments of interest only, and no principal payments are required.

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Interest Rate means the Fixed Interest Rate or the Variable Interest Rate or such other rate as may be set out in section 2.2 of this Deed or the Commitment Letter or the Loan Agreement.

Line of Credit refers to loans that have a revolving credit feature. This allows you to reborrow all, or a portion, of the Principal Amount that you have paid back, as outlined in the terms of this Deed. Without limiting the previous sentence, Line of Credit debt includes any debt, past, present or future, direct or indirect, absolute or contingent, matured or not, remaining unpaid by you to us, whether arising from dealings between you and us or from any other dealings or proceedings by which we may in any manner be or become your lender, however incurred, whether incurred by you alone or with others and whether as principal or as surety in relation to the Line of Credit.

Loan means the loan made to you pursuant to this Deed and secured by the Hypothecs.

Loan Repayment Due Date is the date on which you must repay in full, the outstanding balance on your Loan.

Maturity Date means the last day of the Term of the Loan and is the date on which you must repay in full the outstanding balance of your Loan, unless you are offered a Renewal Agreement.

Maximum (Amortized) Loan Limit refers to the maximum amount of money you can borrow on your Line of Credit or Redrawable Hypothec after an Interest Only Expiry Date. This limit will decrease over time by equal amounts on each Regularly Scheduled Payment date so that the Maximum Loan Limit will be zero by the Balance Due Date for Lines of Credit, or the Loan Repayment Due Date for Redrawable Hypothecs, as applicable.

Maximum Loan Limit refers to the maximum amount of money you can borrow at any point in time under your Loan Agreement. This limit may change over time.

Mortgage insurance is different from mortgage life insurance, home, property, fire and casualty insurance and provides protection to us, as Lender, in the event of default on the Loan by the Borrower.

Obligations means all of those things set out in this Deed and the Commitment Letter that you have agreed to do, or that you must refrain from doing, to keep the Loan in good standing.

Outstanding Loan Amount means the outstanding balance of the Loan or the amount of money owed to us at any point in time under the Loan and includes, if applicable, unpaid principal, interest on unpaid principal, defaulted payments, interest on defaulted payments, Costs, and interest on those Costs.

Payment Provisions means the terms of the Loan that are financial in nature and are set out in this Deed, or as applicable, the Additional Provisions, Commitment Letter or Loan Agreement.

Personal Information means financial and financially related information about you, including information to identify or qualify you for products and services, or information that we need for regulatory purposes. This includes all information provided by you or obtained by us in connection with your loan application, and any ongoing information about you that we may collect, to evaluate you and the Loan.

Prepayment Provisions are the features added to the Loan giving the Borrower the privilege of paying part of the Loan in advance of the Maturity Date. There may be penalties, fees and/ or premiums associated with doing so.

Prime Rate (which we may also refer to as Prime) is the MCAP Prime Rate, which is an annual rate of interest that fluctuates from time to time. It is established by MCAP at our principal office in Toronto, Ontario. It is the reference rate of interest that determines the interest rates we will charge our

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Page 5 of 32 OR-706-002E

borrowers in Canada on any given day, in Canadian dollars, for our Variable Interest Rate loans, Lines of Credit and Redrawable Hypothecs.

Principal or Principal Amount means the amount of money identified as the principal amount in section 2.1 of this Deed.

Principal Hypothec means the amount of money identified as the principal hypothec in section 5.1 of this Deed.

Property has the meaning set out in section 5.2 of this Deed.

Property Taxes means all property levies, taxes, and assessments charges with respect to the Property, including any interest, penalties and costs.

Redrawable Hypothecs refer to loans that have a revolving credit feature. This allows you to reborrow all, or a portion, of the Principal that you have paid back, as outlined in the terms of this Deed.

Regularly Scheduled Payment means the amount of each payment indicated in this Deed, or Loan Agreement, that will be paid on a consistent frequency (i.e. weekly, bi-weekly, semi-monthly or monthly).

Reinvestment Fee is a fee that may be charged for processing a payment pursuant to an Early Payout Provision.

Renewal Agreement means any agreement we make for the renewal or extension of the Term or conversion of the interest rate of the Loan.

Returned Payment Fee means the fee that we may charge you, if your financial institution refuses any pre-authorized withdrawal, (due to insufficient funds, stopped payments, or any other reason).

Roll-Over Agreement means any agreement we make for the renewal or extension of the terms of your Redrawable Hypothec.

Surety refers to each person, corporation and other entity who signs this Deed as Surety. In the event the Borrower fails to pay the hypothecary debt or perform the Borrower’s Obligations, the Surety promises to pay or perform the Obligations of the Loan on the Borrower’s behalf. Any reference to Guarantor for the purposes of the province of Quebéc shall be deemed to be a reference to Surety.

Syndicate means the syndicate of co-owners created by the publication of the Declaration which oversees the administration of the condominium of which the Property is a part.

Term means the period of time from the Interest Adjustment Date to the:a. Maturity Date for Fixed Interest Rate or Variable Interest Rate loans,b. Balance Due Date for Lines of Credit, orc. Loan Repayment Due Date or Roll-Over Date for Redrawable Loans, as applicable.

Variable Interest Rate means the annual rate of interest set out in this Deed as the MCAP Prime Rate and any applicable premium or discount to the MCAP Prime Rate. The Variable Interest Rate changes whenever there is a change in the MCAP Prime Rate.

We, us, our and lender means MCAP Service Corporation and any person, corporation or entity to whom we transfer, sell or assign the Loan, this Deed and the Hypothecs.

You and your means each person, corporation and other entity who signs this Deed as a Borrower and, in certain circumstances, Surety.

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2. LOAN

2.1 Amount and Term

[Note: Insert the appropriate provision depending on the type of loan, and delete the ones that do not apply]:

Term Loan

We agreed under the Commitment Letter signed by you on (reference number ) to lend to you, as Borrower:

a. A sum of dollars $ [the Principal Amount]

b. For a term of ( ) years and ( ) months [the Term]

c. Beginning on [the Interest Adjustment Date]

Line of Credit

We agreed under the Commitment Letter signed by you on (reference number to extend the following Line of

Credit:

a. A line of credit limited to the amount of ______________________ $ (the Principal Amount) which can be modified, restated or replaced as the case may be.

2.2 Interest Rate

[Note: Insert the appropriate provision depending on the type of loan, and delete the ones that do not apply]:

For Fixed Rate Loans:The Loan bears interest at the rate of • percent ( %) per year [the Interest Rate], calculated semi-annually and not in advance. Interest accrues from the date of each advance, until the entire repayment of the Loan in full. Interest unpaid when due bears interest at the same rate.

OR For Variable

Rate Loans:The Loan bears interest at the rate equal to the Prime Rate • [insert: plus or minus] percent ( %) per year [the Interest Rate], calculated semi-annually and not in advance. Interest accrues from the date of each advance, until the entire repayment of the Loan in full. Interest unpaid when due will be charged at the current Interest Rate in effect at the time.

For additional details regarding equivalent interest rate calculations, refer to the “Table of Variable Rates” below. [Note: This “Table of Variable Rates” must be acknowledged as true and signed by the parties for identification with and in the presence of the undersigned Notary.]

OR

For Lines of Credit and Redrawable Hypothecs:The Loan bears interest at the rate equal to the Prime Rate • [insert: plus or minus] percent ( %) per year (the Interest Rate), calculated

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Page 7 of 32 OR-706-002E

monthly and not in advance. Interest accrues from the date of each advance, until the entire repayment of the Loan in full. Interest unpaid when due will be charged at the current Interest Rate in effect at the time.

For additional details regarding equivalent interest rate calculations, refer to the “Table of Variable Rates” below. [Note: This “Table of Variable Rates” must be acknowledged as true and signed by the parties for identification with and in the presence of the undersigned Notary.]

TABLE OF VARIABLE RATES: Equivalent Interest Rates

[Note - You must include the following Table as part of the Deed for the following types of loans: Variable Rate Loans, Lines of Credit and Redrawable Hypothecs].

If the Interest Rate specified for the Loan is calculated monthly not in advance, you can determine the equivalent interest rate calculated semi-annually not in advance by referring to the table below.

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(%) Variable Interest RateCalculated MonthlyNot in Advance:

(%) Equivalent Annual Interest RateCalculated Semi-AnnuallyNot in Advance:

(%) Variable Interest RateCalculated MonthlyNot in Advance:

(%) Equivalent Annual Interest RateCalculated Semi-AnnuallyNot in Advance:

1,00 1,0021 13,25 13,62121,25 1,2533 13,50 13,88541,50 1,5047 13,75 14,14991,75 1,7564 14,00 14,41472,00 2,0084 14,25 14,67982,25 2,2606 14,50 14,94512,50 2,5131 14,75 15,21082,75 2,7658 15,00 15,47663,00 3,0188 15,25 15,74283,25 3,2721 15,50 16,00923,50 3,5256 15,75 16,27593,75 3,7794 16,00 16,54294,00 4,0335 16,25 16,81024,25 4,2878 16,50 17,07774,50 4,5424 16,75 17,34554,75 4,7973 17,00 17,61365,00 5,0524 17,25 17,88195,25 5,3078 17,50 18,15065,50 5,5634 17,75 18,41955,75 5,8193 18,00 18,68876,00 6,0755 18,25 18,95816,25 6,3319 18,50 19,22786,50 6,5887 18,75 19,49796,75 6,8456 19,00 19,76827,00 7,1029 19,25 20,03877,25 7,3604 19,50 20,30967,50 7,6182 19,75 20,58077,75 7,8762 20,00 20,85218,00 8,1345 20,25 21,12388,25 8,3931 20,50 21,39578,50 8,6519 20,75 21,66808,75 8,9111 21,00 21,94059,00 9,1704 21,25 22,21339,25 9,4301 21,50 22,48639,50 9,6900 21,75 22,75979,75 9,9502 22,00 23,033310,00 10,2107 22,25 23,307210,25 10,4714 22,50 23,581410,50 10,7324 22,75 23,855910,75 10,9937 23,00 24,130711,00 11,2552 23,25 24,405711,25 11,5170 23,50 24,681011,50 11,7791 23,75 24,956611,75 12,0414 24,00 25,232512,00 12,3040 24,25 25,508612,25 12,5669 24,50 25,785112,50 12,8301 24,75 26,061812,75 13,0935 25,00 26,338813,00 13,3572 - -

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2.3 Commitment Letter or Loan Agreement

The terms and conditions contained in the • [Commitment Letter or Loan Agreement, as applicable] dated , 20 , (reference number

) form an integral part of this Deed. If there is any conflict between the terms of this Deed and the terms of the Commitment Letter or Loan Agreement, as applicable, the terms of the Commitment Letter or Loan Agreement will prevail, without modifying the other terms and conditions of this Deed.

3. ADVANCE OF FUNDS

3.1 Our Election Not to Advance

We may, for any reason and either before or after the Advance Date, elect not to advance all or some portion of the Principal Amount, even if:

a. the Hypothecs have been registered on the land file for the Hypothecated Property at the land register, under the designation of the movables for the Hypothecated Property, on the

register of personal and movable real rights and/ or,b. a portion of the Principal Amount has already been advanced.

The Hypothecs will secure the Costs, whether we have advanced funds, or not.

3.2 Deductions from Advances

We may deduct the following from any funds advanced:a. Property Taxes that are due or that in our opinion are necessary to pay taxes that will be

coming due,b. interest that is due, andc. all Costs associated with approving, preparing and registering this Deed.

4. PAYMENT TERMS

4.1 Payment Currency

All amounts payable under this Deed are to be made in Canadian dollars.

4.2 Interest

You agree to pay to us:a. interest at the Interest Rate, as set out in the Commitment Letter or Loan Agreement,b. Compound Interest if you fail to pay us interest when it is due,c. at the frequency set out herein, andd. until the later of the end of the Term and the time at which the Outstanding Loan Amount has

been paid in full.

4.3 Payments on Amounts Advanced Prior to Interest Adjustment Date

Any funds we advance to you before the Interest Adjustment Date will accrue interest. This interest will be charged at the annual Interest Rate from the Advance Date and will be calculated using simple daily interest. We may use any one of the following methods to recover the interest:

a. we may deduct the interest from your bank account on the Interest Adjustment Date,b. we may request that you pay the interest on the Interest Adjustment Date,c. we may deduct the interest from the funds advanced on the Advance Date, ord. we may deduct the interest from your bank account on the First Regular Payment Date.

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4.4 Regularly Scheduled Payments

After the Interest Adjustment Date, you will begin to make Regularly Scheduled Payments, starting on the First Regular Payment Date, and continuing on each subsequent Regularly Scheduled Payment Date thereafter, until the end of the Term. At the end of the Term, you will pay the Outstanding Loan Amount, unless we offer you a Renewal Agreement.

[Note: Insert the appropriate provision depending on the type of loan, and delete the ones that do not apply]:

For Fixed Rate Loans : On each Regularly Scheduled Payment Date you will pay an amount of • dollars $ [the Regularly Scheduled Payment amount], on a payment frequency that is [weekly, bi-weekly, semi-monthly, or monthly].

OR

For Variable Rate Loans : As your Interest Rate changes over time, your Regularly Scheduled Payments will also change accordingly. For additional details regarding your Regularly Scheduled Payments, please refer to your Additional Provisions.

OR

For Lines of Credit and Redrawable Hypothecs : As your Interest Rate changes over time, your Regularly Scheduled Payments will also change accordingly. For additional details regarding your Regularly Scheduled Payments, please refer to your Additional Provisions.

Notwithstanding the foregoing, we may at our option, demand at any time, the Outstanding Loan Amount be paid immediately.

4.5 Skip-A-Payment

Skip-a-payment is a feature that may be offered with your Loan, whereby you may be allowed to NOT make a Regularly Scheduled Payment on its payment due date. Refer to the “Skip-A-Payment” section of the Additional Provisions for details on whether this feature applies to your Loan.

If your Loan allows the skip-a-payment feature, you can skip up to four (4) of your Regularly Scheduled Payments during the period in which any amount remains outstanding under the Loan. The interest due is added to the outstanding balance of the Loan, and Compound Interest applies. To be eligible for the skip-a-payment option, you must request each skip-a-payment in sufficient time before the date of the Regularly Scheduled Payment. Certain restrictions and criteria may apply. For full details call our Customer Service Centre to see if you are eligible for this option.

We will charge a fee for each payment that you request to be skipped.

4.6 Method and Location of Payments

You agree:a. to open and maintain a bank account at a Canadian financial institution,b. to give and maintain the authorization for us to automatically withdraw all payments

from that account when they are due,c. to keep sufficient funds in the account to cover each payment, andd. to pay a Returned Payment Fee for each pre-authorized withdrawal your

financial institution refuses to pay.

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At our option, we can add the Returned Payment Fee to the next Regularly Scheduled Payment, or to the outstanding balance of the Loan.

4.7 Application of Payments

If you have met and are meeting all of your Obligations, we will apply the amount paid on each Regularly Scheduled Payment date in the following order of priority:

a. mortgage life and/ or critical illness insurance premiums and associated taxes (if applicable), and premiums or payments for any other optional products or services that you have chosen,

b. Property Taxes (if we pay them on your behalf),c. interest that is due and payable,d. to reduce the portion of the outstanding principal balance owing, ande. lastly, any other Costs, outstanding.

If you have not met or are not meeting all of your Obligations, we may apply your Regularly Scheduled Payments and any other funds received from you, as we may choose, in our sole discretion.

4.8 Prepayment and Early Payout Provisions

Refer to the “Prepayment Provisions” and “Early Payout Provisions” sections of the Additional Provisions for details.

5. HYPOTHECS

5.1 Grant of Hypothecs

To secure the repayment of the Principal Amount, interest, Costs incurred and any other sum due to us, as Lender under this Deed and the Commitment Letter and to secure the execution of all of your Obligations including, without limitation, payment of extra-judicial legal fees incurred by us in the creation and preservation of the hypothecs granted under the present Deed and in the exercise of any recourses ensuing from it, you grant in our favour the following Hypothecs against the property described below (the “Hypothecated Property”).

5.1.1 Principal Hypothec

A Hypothec for an amount of • DOLLARS ($ ) (the “Principal Hypothec”), bearing interest at the rate of twenty-five percent (25%) per year calculated in accordance with this Deed;

5.1.2 Additional Hypothec

An additional hypothec equal to twenty-five percent (25%) of the Principal Hypothec.

5.1.3 Hypothecs on rents and insurance indemnities

You hypothec in our favour all present and future rents produced by the Hypothecated Property and the indemnities paid under the insurance contracts covering such rents;

5.1.4 Moveable Hypothecs

You hypothec in our favour :

a. all amounts remitted to the Lender for the payment of Property Taxes with interest thereon, if any,

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[Note: Paragraphs (b) to (e) below are to be inserted only if the Borrower is a corporation or if the Borrower is an individual who owns and operates the Property as a rental or investment property. An investment property constitutes an enterprise within the meaning of the Civil Code of Québec, therefore multiple dwelling properties also must have this wording.]

b. all amounts payable to the Borrower as a refund of Property Taxes,c. all present and future revenues produced by the Hypothecated Property, including all

amounts payable as a result of an amendment, a cancellation or a termination of any lease,d. the universality of all present and future contracts, agreements, books, records and

documents relating to the operation, administration, maintenance and improvement of the Hypothecated Property, and

e. the universality of all present and future movable property used for the operation, administration, maintenance or improvement of the Hypothecated Property or used for the operation of any enterprise or the pursuing of activities in the Hypothecated Property, as well as the proceeds and claims resulting from any sale, lease or disposition of any of the foregoing.

5.2 Description of Hypothecated Property

The Hypothecated Property is described as follows:a. the following immovable property:

DESCRIPTION•

[Note: Insert legal description (cadastral lot) and civic address of the Property] with all that is attached or joined to it and is considered immovable by virtue of law including, without limitation, all buildings and structures presently on the Property or added later as well as any improvements, substitutions, additions or alterations thereto, whether currently attached or added later (collectively, the Property),

5.3 Existing and Future Loans and Guarantees

You agree the Hypothecs created herein are granted to secure repayment of all existing and future advances, Loans and Lines of Credit from us to you, to secure any existing and future guarantees that you provide to us, and to secure the performance of all your Obligations.

5.4 Collateral Loan Debt

The provisions of the section called “Lines of Credit and Redrawable Hypothecs”, “Lines of Credit” or other applicable names for such section in the Additional Provisions apply if at any time the Hypothecs secures Line of Credit debt. If the Hypothecs secure Line of Credit debt and Fixed Interest Rate debt and/ or Variable Interest Rate debt, the provisions of the section called “Lines of Credit and Redrawable Hypothecs”, “Lines of Credit” or other applicable names for such section of the Additional Provisions apply only to the Line of Credit debt.

5.5 Change to Form of Debt

The Hypothecs will continue to secure all of the debt owing, and you will continue to be liable for all of the debt owing, even if, at any time, the form of debt changes in any way, for example Variable Interest Rate debt or Fixed Interest Rate debt becomes Line of Credit debt, or the Hypothecs secure additional debt.

5.6 Subsistence of Hypothecs

The Hypothecs created herein subsist without reduction until the complete performance by you of all

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Obligations.

6. HYPOTHEC ON RENTS

6.1 Our Right to Collect

The hypothecs created by this Deed give us, as soon as they have been published, the right to collect the rents and the other revenues produced by the Hypothecated Property.

6.2 Your Authorization to Collect

Notwithstanding the foregoing, we authorize you to collect the instalments of rent payable monthly and representing one twelfth of the annual rent as well as the security deposits which, for each tenant, cannot exceed one (1) month of rent paid in advance.

6.3 Withdrawal of Authorization

We may withdraw this authorization given to you if you are in default under this Deed.

7. YOUR OBLIGATIONS THROUGHOUT THE TERM

7.1 Financial Terms

You, as Borrower, undertake to repay the Loan and make all payments to us in accordance with the terms of this Deed and to pay all Costs owing to us.

7.2 Residential Use and Rental of the Hypothecated Property

Where:a. the Loan has been approved by us on the basis of homeowner occupancy of all or part of the

Hypothecated Property, the Hypothecated Property or applicable part will be occupied by you and your family as your principal residence property for the Term and each renewal term of the Deed, or,

b. we have approved the Deed on the basis of investment or rental property, you will lease and maintain the unit or units for residential purposes only in a prudent businesslike manner at fair rents in compliance with all applicable tenancy laws and regulations.

7.3 Title Warranty and Covenants

You warrant and agree that:a. Good Title. You have good and marketable title to the Hypothecated Property subject only to

any prior registered hypothec, to which we have agreed in writing,b. To Protect Title. You will preserve your title to the Hypothecated Property and the validity

and priority of this Deed and will forever warrant and defend the same for us against the claims of all persons, and

c. Authority to Deed. You have the right to hypothecate the Hypothecated Property to us.

7.4 Other Hypothec or Charge

You will not contract any other financing of the Hypothecated Property and shall not create or permit to exist any claim or hypothec or other charge without our express written consent.

In the event that we consent to other financing on the Property, you agree:

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a. such other hypothec, lien, encumbrance or court order registered on or affecting the Property shall only be permitted to the extent that such other hypothecary creditor, creditor or registering party in relation to such other hypothec, lien, encumbrance or court order enters into a subordination and postponement agreement satisfactory to us, as determined in our sole discretion

b. not to increase the amount owing, or re-borrow any amount repaid, under any prior ranking hypothec without our written approval, which approval may be withheld in our sole discretion,

c. not to default under any hypothec,d. that we may notify the holder of any other hypothec on the Hypothecated Property of the

existence and terms of this Loan, ande. that we may on the request of the holder of any other hypothec, prior claim, charge or

judgment on the Hypothecated Property, provide to them a statement of the Outstanding Loan Amount.

7.5 Repair and Maintenance of the Hypothecated Property

You agree:a. to keep the Hypothecated Property in good condition and in a good state of repair,b. to carry out all necessary repairs and not do anything, or let anyone else do anything,

that would lower the value of the Hypothecated Property,c. to comply with all Applicable Laws, with respect to the Hypothecated Property,d. to allow us to enter the Property at all reasonable times to inspect and repair the Hypothecated

Property, if in our opinion, you are not complying with any of these repair and maintenance obligations,

e. that, by entering the Property to inspect and/or repair it, we will not be considered to be taking possession of the Hypothecated Property, and

f. that you are responsible for all Costs incurred by us in inspecting and repairing the Hypothecated Property, and

g. to pay the inspection and repair Costs incurred by us immediately.

7.6 Due on Sale

You will not sell or otherwise transfer title or ownership of all or any part of the Hypothecated Property without our prior written consent. For information on consent, see section 12.5 of this Deed. Should we accept any payment(s) from any person we have not first approved for assumption of the Loan, this does not mean that we have granted consent.

If you sell the Property to a person who is not approved by us, we may declare you to be in default and the Outstanding Loan Amount shall be immediately payable.

7.7 Hazardous Substances

You warrant and agree as follows:a. no part of the Hypothecated Property now or later will contain hazardous or illegal substances,

except as permitted by law for household storage and handling,b. if any hazardous substances are on the Hypothecated Property except as permitted,

regardless of source or cause, you will immediately carry out all work required to remove them and provide confirmation of the required removal in form satisfactory to us,

c. we may require you to conduct such environmental investigation and testing of the Hypothecated Property as we consider necessary, at your expense,

d. if your Loan has Mortgage Insurance, the mortgage insurer and/or Canada Mortgage and Housing Corporation (“CMHC”) in any capacity, or their respective agents may enter and conduct any investigation they consider necessary to ascertain whether hazardous or illegal substances are present on the Property and the work required to remove them, and

e. if we or the mortgage insurer and/or CHMC exercises our or their rights under this section, we, the mortgage insurer or CMHC or our respective agents will not be considered to have taken possession of the Hypothecated Property and all Costs incurred are for your account.

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7.8 Administration and Processing Fees

You agree to pay us, as incurred, our then current administration and processing fees in connection with servicing any aspect of the Loan and this Deed, whether requested by you or initiated by any other person, including without limitation for:

a. the preparation of any loan statement for assumption, information, arrears, discharge or other purpose,

b. the processing of each application for a change, approval or consent required under this Deed, whether or not granted or completed,

c. an amending, conversion, renewal or other agreement,d. a transfer or assignment of the Hypothecated Property or the Loan to another party or

property,e. any payment that is dishonoured, any stop payment, any hold payment request or other

payment matter,f. administering payment of taxes and/or other fees and payments with respect to the

Hypothecated Property,g. any services of an administrative or clerical nature requested by you, such as account histories

or explanations, copies of documents from the file for the Loan or duplicate document and courier charges,

h. investigating and administering any property insurance matters and processing any insurance claims,

i. registering any application for registration of movable hypothec, dealing with any required information or acknowledgment pertaining to any movable hypothec and conducting required searches, and

j. generally, any matter connected with the administration of the Loan and the Hypothecated Property, including inquiring into compliance, and dealing with or enforcing any Obligations.

We may add our fees to the Outstanding Loan Amount and will charge interest on these fees at the Interest Rate from the date the fees are incurred.

We have the right to change, delete or add to the fees we generally charge borrowers from time to time. You have the sole responsibility to enquire about the application of fees and the amount thereof prior to requesting any service from us. You can view our schedule of fees on our website or contact our Customer Service Centre to find out the fees in effect at any particular time.

7.9 Observe Applicable Laws

You declare that no part of the Hypothecated Property is or will be used for any illegal purpose or conduct.

If any activity which violates the Criminal Code (Canada) or violates any other law or regulation of any competent authority is conducted on the Hypothecated Property, we may demand the entire Outstanding Loan Amount immediately. This includes any applicable amount which would have been charged to you if you had requested an Early Payout at such date.

8. CARRY PROPERTY INSURANCE

8.1 Property Insurance

You will maintain property insurance coverage with a licensed insurance company for the full replacement value of the Hypothecated Property, until the Loan is repaid.

The insurance is required to cover all buildings on the Property, whether before, during or after construction, and all fixtures attached to the buildings against: fire, lightning, windstorm, hail, explosion, impact, vandalism, malicious acts, civil disturbance/ riot, smoke and falling objects. If a steam boiler, pressure vessel, oil/ gas burner, coal blower, sprinkler system, or any other comparable equipment is

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operated on the Property, then you must also have insurance coverage for loss or damage caused to the equipment, or by explosion of the equipment. We may also require that other risks be covered, depending on the nature or location of the Property.

8.2 Certificate and Required Content

If we request, you will provide us with a certificate of insurance, and evidence of its renewal at least 15 days before the policy expires. The insurance policy must contain mortgage clauses approved by The Insurance Bureau of Canada and stipulate that:

a. loss proceeds are payable to us first; andb. we have the first right to receive and to have a first ranking hypothec on the loss proceeds.

8.3 Our Right to Insure

If you fail to carry insurance on the Hypothecated Property in accordance with the requirements set out herein, we may charge to you an amount for insurance by us for protection of our interest in the Hypothecated Property. The charge for our insurance will be:

a. in an amount we alone determine,b. immediately payable, andc. be added to the outstanding balance of the Loan, if not paid.

We may, but are not obligated to, have insurance for any amount greater than for the protection of our interest in the Hypothecated Property.

8.4 Loss or Damage

If any loss or damage occurs to the Hypothecated Property, you agree, at your expense, immediately:a. to provide a copy of this Deed to the insurer, andb. to do everything else necessary to allow us to receive the insurance proceeds.

8.5 Proceeds Use

In the event of loss or damage, insurance proceeds may, at our sole option, and either in whole or in part, be used to:

a. repair or rebuild the Hypothecated Property, andb. repay any part of the outstanding balance of the Loan, whether due or not.

9. PROPERTY TAXES

9.1 Payment by Us

We agree to:a. estimate the annual Property Taxes,b. collect a prorated amount of this estimate with each Regularly Scheduled Payment, in order

that we be in a position to pay the Property Taxes, in advance of the due date for the first instalment of Property Taxes for the year each year during the Term, and

c. pay Property Taxes on your behalf so as to avoid late payment charges.

You agree to:a. send us all tax bills and other communications related to Property Taxes as soon as you

receive them,b. pay to us all costs associated with obtaining tax bills and other communications related to

Property Taxes that you fail to send,c. pay to us any amounts that we have paid for Property Taxes and that are greater than the

amounts collected with the Regularly Scheduled Payments, and

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d. pay interest, at the current Interest Rate in effect at that time, on any amounts paid by us for Property Taxes that are greater than the amounts collected with the Regularly Scheduled Payments.

9.2 No Obligations by Us

You acknowledge and agree that we shall have no obligation to:a. hold any amounts collected from you to pay Property Taxes in trust and as mandatory for

you,b. pay you any interest on the amounts collected to pay Property Taxes,c. pay Property Taxes more than once a year, ord. pay Property Taxes if you are in default in payment or performance of any of the Obligations.

In that event, we may apply any money received for Property Taxes to any part of the Outstanding Loan Amount.

9.3 Payment by You of Property Taxes

We may choose not to require you to pay Property Taxes as part of each Regularly Scheduled Payment, in which case you will be responsible for paying all Property Taxes directly.

If you are authorized to pay Property Taxes directly, you undertake to send us all Property Tax bill receipts by the end of each calendar year and, if you fail to send these receipts, to repay all costs associated with obtaining Property Tax bill receipts incurred by us. If, for any reason, you do not pay the Property Taxes when required, we may require that you pay them as part of your Regularly Scheduled Payments.

10. LEASES OF PROPERTY TO SOMEONE ELSE

10.1 Our Approval

You agree to obtain our written approval prior to renting, leasing or entering into a tenancy agreement for all or any part of the Property if the Loan was approved on the basis of homeowner occupancy. We may, in our sole discretion, withhold our approval to a request to rent, lease, or enter into a tenancy agreement for all or any part of the Property.

10.2 Management

If we have approved the Deed on the basis of investment or rental property, you undertake to manage the Hypothecated Property in a competent and professional manner in order to attract and maintain good quality tenants. Any change of manager of the Hypothecated Property, whether the Hypothecated Property is managed by you or by a third party, must be made with our prior written consent.

10.3 Non Residential Leases

You undertake not to enter into any offer to lease, lease renewal or extension of lease with any tenant for use of all or part of the Property for non residential purposes without our prior written consent.

10.4 Form of Lease

You undertake to only use the standard lease form approved by us or, in the case of dwellings, the form prescribed by the Régie du logement, and not to significantly derogate therefrom without our prior written consent.

10.5 Market Conditions

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You undertake not to lease space in the Hypothecated Property on conditions that are below the market conditions of the area in which is located the Hypothecated Property or to a tenant that is not dealing with the Borrower at arm's length (as defined in the Income Tax Act of Canada).

10.6 Modification to Leases

You undertake not to enter into any agreement which would significantly modify the terms and conditions of a lease or diminish the obligations of a tenant under a lease or discharge a tenant from such obligations, without our prior written consent.

10.7 Copies of Leases

You undertake to remit to us a copy of all future leases, renewals and modifications as soon as they are executed.

11. YOUR OBLIGATIONS IN PARTICULAR CIRCUMSTANCES

11.1 If all or Part of the Property is Expropriated

If the entire Property is expropriated under Applicable Law, the outstanding balance of the Loan, any loss of interest, and the applicable Early Payout charges will become payable immediately.

If part of the Property is expropriated under Applicable Law, the amount awarded to you for the partial expropriation will be payable to us. We will apply the amount awarded to the outstanding balance of the Loan and any applicable charges for Prepayments or Early Payouts. If, in our opinion, the remainder of the Property does not provide adequate security for the Obligations, then the outstanding balance, or any part thereof as it may determine, any loss of interest, and the applicable charges for Prepayments or Early Payouts, will become payable immediately.

11.2 If the Loan is to Finance Construction on the Property

If the Loan is granted to finance the construction or improvement of a building on the Property, you undertake to make the construction or improvement only according to plans and specifications submitted to and approved by us. Improvements include any construction or installation on the Property or any alteration, addition or repair to any building or structure on the Property.

The construction or improvement must be completed as quickly as is reasonably possible and must meet all government requirements and building standards that apply to the Property. You will provide, upon our request, proof that you have met all government requirements and building standards that apply to the Property. You must pay for all Costs associated with providing this proof.

You are responsible for all costs related to the construction or improvement and will provide to us proof that you have paid all money that is owed in connection with the work.

We may make advances to you based on progress in completing the improvement, or upon its completion. We may also make advances to you based on the occupancy or sale of the building. You must pay us any related fees in effect at the time for any advances that we make that are based on progress. These fees are payable immediately. If you do not pay them, we may, at our sole discretion, declare you to be in default hereunder, or we may add the unpaid fees to the Outstanding Loan Amount, or we may do both.

We may hold back money from any advance until we are satisfied that all claims of builders and suppliers have been satisfied in order not to give rise to legal hypothec under Applicable Law. You authorize us to give information about the Loan to anyone who files a legal hypothec on the Property.

You shall not permit any legal hypothec in relation to work performed or materials supplied by builders

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and suppliers for the Property.

We may obtain an order removing any legal hypothec, and if deemed necessary, we may provide financial guarantees or other security to obtain such an order. You must immediately pay all expenses incurred for this, including any charges for providing financial guarantees. If you fail to pay these expenses, we may declare you to be in default under this Deed, or we may add the amount payable to the Outstanding Loan Amount, or we may do both.

11.3 If you Want to Alter the Property

If you want to demolish any part of any building or structure and/ or make any substantial alterations, additions or improvements to the Property, you must first obtain our written approval to your proposed plans. If we approve your plans, the provisions regarding a loan to finance construction set out in the preceding section apply.

11.4 If your Property is a New Home

If the Property includes a newly or recently constructed or substantially renovated house, you agree to meet all of the requirements to obtain and maintain the warranty in any new home warranty program applicable. You will provide to us copies of the New Home Warranty Certificate and Certificate of Possession or other applicable certificates or policies. In addition, you agree to reimburse us for any costs incurred in complying with the warranty program or policy requirements or enforcing your rights on your behalf if you fail to do so.

You further hypothecate in our favour as part of the security for the Obligations, and for the same amount and on the same terms, all rights and benefits to any new home warranty program applicable, and to the foregoing ends, you assign your rights in and to all benefits of warranty to us.

11.5 If the Property is a Condominium

If the Property is a condominium unit, you must also comply with this section in addition to all other provisions of this Deed.

You undertake to:a. comply with the Condominium Legislation, the Declaration, by-laws, rules and regulations

of the Syndicate, and to provide us, upon request, with proof of compliance therewith,b. ensure that the Syndicate complies fully with:

i. the terms of all of its insurance policies, andii. all obligations imposed upon it by the Condominium Legislation, andiii. the Declaration and its by-laws,

c. pay the common expenses for the Property to the Syndicate when they are due, and provide us, upon request, with proof of payment in the form of a statement from the Syndicate, which statement shall be conclusive evidence of how much is owed for common expenses and when it must be paid,

d. forward to us any notices or assessments from the Syndicate,e. carry any property insurance that we may require over and above that which is required, as

set out in section 8.1 of this Deed, including coverage for any interests that the Syndicate fails to insure in accordance with its obligations,

f. provide proof of its property insurance and property insurance for the Syndicate to us,g. inform us at least 30 days before any renewal or replacement of the property insurance

needs to be put in place, andh. do everything that is necessary to collect any property insurance proceeds.

If you fail to pay the common expenses that you are obligated to pay, we may do so on your behalf. If we do, you must reimburse us immediately for these payments. If you do not, we may declare you to be in default hereunder, or add these amounts to the Outstanding Loan Amount, or do both.

You authorize us, in your name and on your behalf, at all times, to exercise your rights under Condominium Legislation and the Declaration, to vote at any meeting of the Syndicate, and to

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consent to anything having to do with the management, sale or other dealings with the property or assets of the Syndicate. This authorization includes voting on or any consent to the termination of the co-ownership and the Syndicate.

In exercising these rights, we can choose to not vote or consent at any particular time or on any particular issue. If we do vote or consent for you, this will not be considered to be taking possession of the Property. We are not responsible to protect your interests. We are also not responsible for the way we vote or consent, or if we fail to do so.

We can, if we wish, give notice to you and the Syndicate at any time that we do not intend to exercise our right to vote or consent and, until we revoke this notice, you may vote or consent. Any notice we may give for an indeterminate or limited period of time, or for a specific meeting or matter.

You assign to us your voting rights in order to enable us to exercise our rights under this Deed with respect to voting. In addition, you further hypothecate your voting rights in our favour, as part of the security for the Obligations, and for the same amount and on the same terms, as outlined in section 5.1 of this Deed.

If we wish, the Outstanding Loan Amount will become payable immediately if:a. The governing of the Property as a condominium is terminated or a vote of unit owners

authorize such termination. This means that the Property is or will no longer be part of a condominium.

b. Vote of the unit owners authorizes the sale of all or any material part of the property of the Syndicate, including a material part of its common elements.

c. The Syndicate fails to comply with Condominium Legislation, or the Declaration, by-laws, rules and regulations of the Syndicate.

d. The Syndicate fails to insure the units and common elements against destruction or damage by fire and other perils usually insured against, for full replacement cost.

e. The Syndicate fails, in our opinion, to manage the condominium property and assets in a careful way or to maintain its assets in good repair, and/ or

f. The Syndicate fails to insure all the condominium units and common elements according to law and any additional requirements that we may have, or fails to do all that is necessary to collect insurance proceeds.

12. RENEWAL/ ROLL-OVER AND AMENDMENTS TO THE LOAN

12.1 Binding Nature of Amendments

Amendments to this Deed bind you and us and all other persons who:a. agree to the changes,b. receive a transfer or an assignment of your interest in the Property,c. have an interest in the Property, andd. intervened to this Deed (including Sureties), which these persons may or may not:

i. have received notice of the changes,ii. been advised of the changes, or

iii. agreed to the changes in writing.

12.2 Priority and Registration of Amendments

Amendments to this Deed may or may not be registered on title to the Property in the land registry office. You undertake to sign any deed, agreement or document and take any action in respect to any amendment, whether it has or has not been requested by you, which may be requested by us in order to ensure that amendments to this Deed will rank in priority over any subsequent interest then or thereafter registered on the title to the Property. You further undertake to pay all Costs associated with such amendment.

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12.3 Renewal/ Roll-Over

To the extent provided in the Additional Provisions, we may offer to renew the Loan prior to the end of the Term.

12.4 Convertibility

Convertibility is a feature that may be offered with your Loan, allowing you to convert the Loan to another loan product offered by us, which may have a different Term and/ or Interest Rate, with no penalty.

Refer to the “Convertibility” section of the Additional Provision for details on whether this feature applies to your Loan.

12.5 Assumability

Assumability is a feature that may be offered with your Loan, whereby your Loan can be taken over (assumed) by the Buyer of your Property when you sell your Property.

If you agree to have the Loan, the Obligations and the Hypothecs assumed by a new borrower (ie. if you have sold or transferred title to the Property to someone else), you must obtain our prior written approval.

You agree to provide to us sufficient information to enable us to decide whether we should give our written approval for the assumption. After we have received this information, we will make our decision as soon as possible. We will not unreasonably withhold our approval.

If a new borrower qualifies for the assumption of the Loan and is approved by us, the new borrower will be charged an assumption fee. This fee must be paid immediately, otherwise we may declare the Loan in default.

We will release you (and your Sureties, if applicable) from the Obligations, provided:a. The new borrower(s) qualify and we have given our written approval to you to transfer title

to the Property,b. The transfer is to a person or persons other than yourself so that you will not retain any rights

of ownership in the Property after the transfer takes place, andc. You provide us with proof of registration of a deed of transfer to any approved person or

persons, and if we request it, the signatures of one or more Sureties.

We may enter into an assumption agreement with a new borrower without notice to you and without your consent.

It is an essential condition to the assumption that the new borrower who has been approved to assume the Loan agrees to all of your Obligations hereunder as if the new borrower had signed this Deed.

Refer to the “Assumability” section of the Additional Provisions to determine whether this feature applies to your Loan.

12.6 Portability

Portability allows you to take the Loan with you to another home when you move (certain conditions and fees apply).

If you have met all of your Obligations under the Loan and have agreed to sell the Property and purchase another property within 90 days of the sale of your original Property, we may provide financing for the purchase of the new property (i.e. replacement loan). If you choose to exercise this privilege, the following conditions apply:

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a. You must apply in writing or by telephone,b. The term of the new replacement loan must be equal to or greater than the remaining

Term of the original Loan,c. The sale of your original Property must be in good faith and be an arms-length sale,d. On the date of the sale of the Property, the entire outstanding balance of your Loan must be

paid in full. In addition:

i. if the principal amount of the replacement loan is LESS THAN the Principal Amount owing on the original Loan, the Fee for Early Payouts will only be charged on the difference between the two principal amounts, and a Reinvestment Fee will also be due, if applicable. Your Interest Rate will remain the same,

ii. if the principal amount of the replacement loan is EQUAL TO the Principal Amount owing on the original Loan, the Early Payout and Reinvestment Fees will not be charged, and the Interest Rate remains the same. (If, however, you opt for a new term, you can either blend your interest rate to a longer term, OR pay the Early Payout and Reinvestment Fees if applicable, to obtain the new term),

iii. if the principal amount of the replacement loan is GREATER THAN the Principal Amount owing on the Loan, the contract interest rate will be set at the time of application,

e. you must meet our loan approval criteria, policies, procedures and documentation requirements in effect at the time the application for the replacement loan is made. This includes Mortgage Insurance requirements, if applicable,

f. you are responsible for paying all applicable service fees for processing the request, all legal and appraisal fees and any other expenses incurred in connection with the replacement loan.

Refer to the “Portability” section of the Additional Provisions to determine whether this feature applies to your Loan.

12.7 Conflicts with other Amendment or Renewal Documents

If there is any conflict between the terms of this Deed and an amending agreement, the amending agreement will prevail.

If there is any conflict between the terms of this Deed and a Renewal Agreement, the Renewal Agreement will prevail.

Notwithstanding the foregoing, if there is any conflicit between Section 15.12 of this Deed of Hypothecary Loan and the other terms of the Hypothecary Loan or the terms of the Commitment Letter or Loan Agreement, Section 15.12 of this Deed of Hypothecary Loan will prevail.

13. OUR RIGHTS AND REMEDIES

13.1 Default and Acceleration of the Outstanding Loan Amount

You will be in default under this Deed and the Outstanding Loan Amount will become payable immediately, at our option, upon the happening of any of the following events:

a. you fail to make any Regularly Scheduled Payment, or any other payment that you are obliged to make to us hereunder;

b. you fail to comply with any other Obligations hereunder;c. any hypothec or other charge is registered against or affects the Hypothecated Property

without our express written consent or we receive written notice of any legal hypothec,

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prior claim or charge that is created as a result of unpaid Property Taxes, utilities, unpaid condominium fees, judgments, legal hypothec of construction or other similar encumbrances;

d. the Property is abandoned or is not visibly and consistently occupied;e. a petition in bankruptcy is filed against you or any Surety, you or any Surety make a general

assignment for the benefit of your/his creditors, a receiver or a similar person is placed or is threatened to be placed in control of your property or the property of any Surety, or in our opinion, you or any Surety becomes insolvent;

f. in the event of the death of a Surety, if no other person or entity grants suretyship to us within 45 days of the decease; and

g. if any information or statement that you or any Surety has given or made before, at or after signing this Deed, in respect of the Hypothecated Property or your affairs or the Surety’s affairs is incorrect or untrue at the time given or made.

If the Outstanding Loan Amount so declared immediately payable is paid prior to the end of the Term, you agree to compensate us by payment of the greater of the Early Payout charges applicable to the Loan or 3 months interest at the current Interest Rate in effect at the time on the Outstanding Loan Amount.

Where default continues or is made after the end of the Term, the outstanding amount may only be paid upon payment of 3 months interest on the Outstanding Loan Amount or 3 months written notice in place thereof.

You further agree that we may recover such Early Payout charges from the proceeds of any sale of the Hypothecated Property or other proceedings for enforcement of our hypothecary rights.

13.2 Enforcing Our Rights

When you are in default under this Deed, we may:a. demand the entire repayment of the Principal Amount and of all sums owed to us under this

Deed, you thereby losing the benefit of the term;b. withdraw from you the authorization to collect the rents or other hypothecated claims;c. institute a personal action against any person obligated to reimburse the Outstanding Loan

Amount and all sums owed to us under this Deed;d. exercise the hypothecary rights permitted by law; ande. exercise any other right which it possesses by virtue of this Deed or by law.

13.3 Delay in Enforcing Our Rights

We may delay in enforcing any of our rights under this Deed or the Obligations or any agreement evidencing or securing the obligations secured without losing or impairing those rights. We can waive breach of your obligations under this Deed or under any related security or agreement without losing our rights in respect of any other breach of the Obligations.

13.4 Choosing Not to Enforce Our Rights

The fact that we do not exercise a right does not constitute a waiver of the subsequent exercise of such right. Delays, arrangements, consents or waivers cannot be set up against us unless we have consented in writing to such delays, arrangements, consents or waivers.

13.5 Our Costs for Enforcing Our Rights

You undertake to reimburse to us all the Costs incurred by us in the exercise of our rights and recourses under this Deed, including, without limitation, all legal costs (judicial and extra judicial). These Costs will be added to the Outstanding Loan Amount.

13.6 Our Right to Remedy

If you are in default under this Deed, other than a default of payment of a sum of money to us, we may,

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but are not obliged to do so, remedy the state of fact which constitutes the default. We may, among other things, perform in your name any of your Obligations towards third parties which pertain to the Hypothecated Property. Notwithstanding any other provision of this Deed, if we consider that there is an emergency or that our rights are threatened, we do not have to notify you before acting. You undertake to reimburse to us, upon request, any sum incurred to remedy a default in the aforesaid manner.

13.7 Cumulative Rights

The exercise by us of any of our rights does not preclude us from exercising any other right we possess by virtue of this Deed or by law.

13.8 No Reduction or Release

Your Obligations or the obligation of the Surety to reimburse the Outstanding Loan Amount shall in no way be modified or reduced or released by the fact that we contract with a subsequent owner of the Hypothecated Property in order to modify in any way whatsoever the terms and conditions of this Deed which has been assumed by the subsequent owner, except as otherwise provided in this Deed.

13.9 Sale with or without Warranty

If, in the exercise of our hypothecary rights, we sell the Hypothecated Property by ourselves or we have it sold by judicial authority, the sale can be made either with the legal warranty of the seller or without such warranty, in whole or in part.

13.10 Courts and Judgements

If we obtain a court order or judgement against you to enforce our rights, the judgement will not prevent us from exercising other remedies or rights to enforce the Obligations, including our right to receive interest and Costs due. Interest will be compounded at the current Interest Rate in effect at the time, in the same manner as set out herein until the judgement is paid.

If we take any court action or proceeding or otherwise become involved in any court action or proceeding by reason of the Loan, this Deed or the Hypothecs, you agree to pay all costs incurred by us in connection with such action or proceeding including costs as applicable on a solicitor and client or substantial indemnity basis. This includes defending or otherwise dealing with any action or proceeding regarding the Hypothecated Property in which we are made a party or are otherwise interested including any construction legal hypothec or similar matter, any seizure or prosecution by police or other authority, any hypothecary recourse, sale, redemption, assessment or other action or proceeding by any other creditor or holder of a claim or charge or any certificate of pending litigation or other title matter.

13.11 Election of Domicile

Any notice to the borrower will be sent to the address mentioned on the appearance, or to the last address the borrower has mentioned in writing to the lender. If the lender cannot reach the borrower at this address, the lender can advise or file any notice or communication intended for the borrower at the Superior Court’s office of the clerk for the district where the property is located. For the purpose of this deed, the borrower elects his domicile at the Superior Court’s office of the clerk for the district where the property is located.

14. ADMINISTRATION OF THE HYPOTHECATED PROPERTY

14.1 Administration Rules

If, in the exercise of our hypothecary rights, we become the administrator of the Hypothecated Property and if the provisions of the Civil Code of Québec on the administration of the property of others

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apply, the rules contained in such provisions must be adapted or set aside, as the case may be, to take into account the fact that we are acting to protect our interest as hypothecary creditor.

14.2 Our Rights During Administration

Whether we have simple or full administration of the Hypothecated Property, we may negotiate with tenants, suppliers and contractors of the Hypothecated Property, sign leases, service contracts or management contracts, renew or resiliate such contracts, bring an action at law in order to enforce respect of the obligations under such contracts, grant discharges of such obligations, undertake or carry-out all maintenance, repair, renovation or improvement work on the Hypothecated Property, and, generally, do all things which we consider advisable for the operation of the Hypothecated Property, the protection of the Hypothecated Property or the safeguard of our rights.

14.3 No Obligations by Us

Notwithstanding any provisions of law, if we administer the Hypothecated Property:a. we are not obliged to make an inventory, take out insurance, provide security or invest the

amounts which we collect;b. we are not obliged to render an annual account of our administration of the Hypothecated

Property and, if we have to render a final account upon termination of our administration, we may do so by providing you with a statement of account made in the form used in the normal course of our business; and

c. we are not obliged to make the Hypothecated Property productive or to maintain it in good operating condition.

14.4 Collection of Rents by Us

If we collect the rents and the other revenues produced by the Hypothecated Property by exercising the rights granted to it by this Deed:

a. we are not obliged to apply the rents or revenues collected to the payment of an amount which is not yet due under this Deed;

b. we are not obliged to inform you of any irregularity in the payment of the rent or of the other revenues;

c. we are not liable for any loss or damage resulting from non-collection of the rent or of the other revenues;

d. we may grant a discharge for any rent or revenue which we collect; ande. we may contract management fees comparable to those prevalent in the market.

15. MISCELLANEOUS PROVISIONS

15.1 Release of the Hypothecated Property

Our interest in the Hypothecated Property ends when you have:a. repaid the Loan, and;b. met all of the Obligations.

When you have repaid the Loan, performed all your Obligations, requested same, and paid our Costs, we will:

a. release and discharge the Hypothecs, or;b. assign or transfer the Loan.

You agree that we may in our discretion at any time release any part or parts of the Hypothecated Property or any other security or any surety for the whole or any part of the Principal Amount, interest and other amounts secured by this Deed either with or without any sufficient consideration, without

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responsibility or liability to you and without releasing any other part of the Hypothecated Property or any person from this Deed or from any of the covenants and without being accountable to you for the value of such released Hypothecated Property, securities or guarantee, or for any money except that actually received by us.

15.2 Hypothecs Not a Substitute for any other Security

You agree that the Hypothecs created under this Deed shall not create any merger, rebate or discharge of any debt owing to us or of any bond, note, instrument or other security now or subsequently held by us, whether from you or from any other party or parties. You further agree that the Hypothecs created under this Deed shall not in any way affect any security which may now or subsequently be held by us for the whole or any part of the Outstanding Loan Amount, secured by the Hypothecs or the liability of any other person upon any such bond, note, instrument or other security or contract or any renewal or renewals of the same held by us for or on account of the Outstanding Loan Amount secured by the Hypothecs or any portion thereof, nor shall our remedies be affected in any manner.

15.3 Collecting, Using and Disclosing Personal Information

You may obtain full information about our privacy policies (which may be amended from time to time) by asking for a copy of our Privacy Code or by visiting our website.

You agree that we and any hypothecary loan insurer, CMHC in any capacity, any other person having or proposing to acquire an interest in all or any part of the Loans, including any Loan under the related Commitment Letter or Loan Agreement, from time to time (including their respective advisors, agents, lawyers, accountants, consultants, appraisers, credit verification sources, credit rating agencies and servicers), or any other person in connection with any collection or enforcement proceedings taken under or in respect of all or any part of the Loans, including any Loan under the related Commitment Letter or Loan Agreement (“Information Access Persons”) are authorized and entitled to collect, use and disclose Personal Information during the course of our relationship. (“Personal Information” means financial and financially related information about you, including information to identify you or qualify you for products and services, or information we or any other Information Access Person needs for regulatory purposes.) This includes all information provided by you or obtained by us in connection with your mortgage application, and any ongoing information about you that we or any other Information Access Person may collect, to evaluate you and the Loan.

We and any other Information Access Person may collect Personal Information about you, from a variety of sources, including yourself, a mortgage broker, service arrangements you make with or through us, credit bureaus and other lenders. You consent to us and any other Information Access Person using Personal Information to:

a. identify you and protect you and us and any other Information Access Person from fraud and error,

b. help us understand your needs and allow us to recommend relevant products and services that you may find beneficial. This includes products and services related to the Loan and home ownership experience, and may be communicated to you by direct mail, telephone or other means,

c. provide ongoing service to you,d. comply with legal and regulatory requirements.

You may obtain access to the information we hold at any point in time, to review its contents and accuracy, and to have it amended if required.

You agree that we and any other Information Access Person may enter into this Deed on behalf of another entity, and that we and any other Information Access Person may transfer, sell or assign the Loan (and all of our rights under this Deed) to another entity. If we and any other Information Access Person does so, we or any other Information Access Person, as applicable, may

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disclose Personal Information about you and the Loan to any entity to whom we or any other Information Access Person, as applicable transfers, sells or assigns the Loan.

We and any other Information Access Person may disclose Personal Information to any service provider or third-party with which we or any other Information Access Person, as applicable,conducts our or its business. A service provider and such third-party includes any person or entity that:

a. is involved in insuring, servicing, maintenance, collecting or processing of the Loan,b. provides services or benefits to you under the Loan,c. gathers and maintains credit and related information for credit purposes, and/ ord. has acted as broker or other referring agent for you, us or both, in the origination and making

of the Loan.

15.4 Telephone Calls

You agree that we may record any telephone calls to ensure quality service and to confirm your discussions with us and any of our employees or agents.

15.5 National Housing Act

If the Loan has Mortgage Insurance by the Canada Mortgage and Housing Corporation, it has been made in accordance to the National Housing Act (Canada).

15.6 Partial Invalidity

If any provision of this Deed shall be prohibited by or invalid under applicable law, such provision shall not invalidate the remaining provisions of this Deed. Nothing contained in this Deed shall require you to pay or for us to accept interest in an amount greater than that allowed by applicable law.

15.7 Interpretation and Headings

Wherever in this Deed the singular or masculine is used, the same shall be construed as meaning the plural or the feminine or the neuter where the context or the parties so require. The headings do not form part of this document and have been inserted for convenience of reference only. This Deed shall be interpreted, enforced and governed by the laws of the Province of Québec.

15.8 Sucessors and Assigns

This Deed binds your heirs, personal and legal representatives, and anyone to whom you or anyone else transfers the Hypothecated Property.

The Lender (MCAP) and its successors and assignees are bound by the terms of this Deed.

15.9 Indivisible Obligations

The Obligations are indivisible. Each person designated as Borrower, his assignee, his successor and each of his heirs are obliged and may be compelled by us to perform the Obligations in their entirety.

15.10 Solidary Obligations

When more than one person is designated as Borrower under this Deed or when one or several persons have become Sureties, assume or otherwise become liable for the Obligations, their obligations towards us are solidary.

15.11 Demands and Notices

Unless otherwise provided in this Deed or prohibited by law, where this Deed allows or requires you to

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make a demand on or give a notice to you or any other person, we may make the demand or give the notice by delivering it addressed to you or other person at the Hypothecated Property or your or the other person’s last known address or by mailing it by prepaid registered mail addressed to you or the other person at the Hypothecated Property or last known address or by sending it by telefacsimile (fax) to you or the other person’s last known number and, where the person is a corporation, by so delivering or sending it to the last known address or number of a director, officer, employee or attorney of the corporation.

A notice or demand so delivered will be regarded as given or made when it is so delivered. A notice or demand so mailed will be regarded as given or made on the day after it is mailed and a notice so sent by telefacsimile on the day sent, in each case whether the person actually receives it or not, and if the day of receipt is not a Business Day, then the next Business Day.

We may also give a notice or demand to you or a Surety by electronic message through the Internet (e-mail) to e-mail address that you or the Surety have given to us or by which you or the Surety communicate to us. A demand or notice so delivered shall be deemed received on the Business Day after transmission by us, regardless of whether actually received or opened by the you or the Surety.

15.12 Right to Deal Freely With Any Loan Secured by the Hypothecary Loan

Each of the Borrower and any Surety hereby acknowledges and agrees that, as provided herein, we, at our option exercisable in our sole discretion, may deal with all or any part of the Loans, including any Loan or any part thereof and the related Obligations, or any interest therein, including in connection with us obtaining any financing under a CMHC hypothecary creditor financing program under the National Housing Act (Canada) and associated regulations (a “NHA Financing Program”) or us obtaining Hypothecary Loan Insurance under a CMHC Hypothecary Loan Insurance program under the National Housing Act (Canada) and associated regulations or us obtaining Hypothecary Loan Insurance from any other hypothecary loan insurer under the Protection of Residential Mortgage or Hypothecary Insurance Act (Canada) and associated regulations (an “Insurance Program”), without restriction and without notice to the Borrower, any Surety, or any other person, and that it has consented to such insurance being obtained and/or dealings and that no further notice is required. Furthermore, with respect to any Loan or any part of any Loan that is insured under an Insurance Program and/or financed under a NHA Financing Program, each of the Borrower and any Surety hereby acknowledges and agrees that:

(a) any new or additional advances, increases to principal, or further borrowings or extensions of the term, including in the case of any fluctuating account or accounts, revolving loans, lines of credit, additional or further advances beyond an initial advance, re-advances, and multiple facilities made after the initial advance (each an “additional advance” and, collectively, “additional advances”), on such terms as notified to the Borrower from time to time, are only permitted on the condition that (i) each additional advance is a new Loan, or (ii) all such additional advances are in the aggregate a new Loan, and in each case of (i) or (ii), the new Loan will be treated as a separate and distinct Loan for all purposes including enforcement, made to the Borrower, whether or not same continue to be secured by the Hypothecary Loan securing the insured and/or financed Loan, (and, in particular, for the avoidance of doubt, each Borrower and any Surety acknowledges and agrees that the Line of Credit is a Loan or a part of the Loan under the Hypothecary Loan that is not insured under an Insurance Program and/or financed under a NHA Financing Program), and each of the Borrower and any Surety covenants and agrees to enter into such additional or new security documentation requested by us to evidence the foregoing, including and without limitation a new Commitment Letter or Loan Agreement and a new Hypothecary Loan;

(b) as against any hypothecary loan insurer under an Insurance Program (including CMHC), we will refrain from exercising the security of the Hypothecary Loan for the benefit of any Loans except for any Loan that is insured under an Insurance Program and/or financed under a NHA Financing Program (without us in any way waiving, disclaiming, discharging or releasing the security of the Hypothecary Loan as against any other persons, including the Borrower or any Surety and any person having or taking an interest in the Property); and

(c) as against any hypothecary loan insurer under an Insurance Program (including CMHC ), we will refrain from exercising any available rights of consolidation, cross-collateralization or cross default that may exist in favour of us with regard to any Loans,

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provided, for the avoidance of doubt, that (i) any Obligations in respect of any Loan(s) or any part of a Loan (including, for the avoidance of doubt, without limitation, any costs and expenses with respect thereto) that is/are insured under an Insurance Program and/or financed under a NHA Financing Program, shall have priority as to payment, collection and in respect of Hypothecary Loan enforcement over any other Loan or any part of a Loan that is not insured under an Insurance Program and/or financed under a NHA Financing Program, including any Line of Credit or part thereof; (ii) in no event shall we seek an order under any bankruptcy legislation or file or prove a claim in any bankruptcy proceeding or for the appointment of any trustee in bankruptcy in respect of the Borrower or the Surety until after the date that the outstanding principal amount of all Loans that are insured under an Insurance Program and/or financed under a NHA Financing Program, are irrevocably discharged in full; and (iii) to the extent that all insurance proceeds and realization proceeds arising from or relating to enforcement of the Hypothecary Loan are insufficient to irrevocably discharge in full all Obligations, the deficiency in respect of any Obligations other than Obligations in respect of Loans that are insured under an Insurance Program and/or financed under a NHA Financing Program shall be borne by us, subject to our rights to pursue such deficiency under Applicable Laws and, in this respect, we shall not pursue any judgment in respect of an amount that is greater than such deficiency (but including costs and expenses of Hypothecary Loan enforcement).

16. SURETY

[Note: Insert the following information for EACH Surety]:

• [insert Surety name], domiciled and residing at • [insert Surety address], intervenes in this Deed as Surety.

Each person signing or joining in this Deed as a Surety agrees in consideration of us making the Loan to the Borrower, as follows:

a. the Surety, with the Borrower, as principal debtor will duly pay or cause to be paid all amounts payable under this Deed on the dates and times and in the manner provided for payment of the same,

b. the Surety unconditionally guarantees full performance and discharge of all the Obligations under the provisions of this Deed at the times and in the manner provided in this Deed;

c. that the Surety is solidarily bound to perform and comply with the Obligations with the Borrower,

d. that if there are several Sureties, each Surety is solidarily bound to perform and comply with the Obligations with the Borrower and each other Surety,

e. we may require payment from the Surety before attempting to obtain payment from the Borrower and at any time before, during or after we enforce any of our rights under this Deed,

f. the terms of this Deed bind the Surety, his heirs, personal and legal representatives, and anyone to whom he or anyone else transfers the Suretyship,

g. the Obligations of the Surety under this Deed will not be affected by the bankruptcy of either the Borrower or any other Surety,

h. we may, at any time, without notice to or consent from the Surety:i. extend the time for payment,ii. renew or roll-over the Loan at the end of the Term,iii. amend any agreement,iv. give an extension,v. deal with additional security,vi. give a release or discharge,vii. change the Interest Rate,viii. change the terms of the Loan and/ orix. deal with any other matter affecting the Loan and the Obligations

i. the Surety has read this Deed and is fully aware of and agrees with its terms and in particular, the terms of this Suretyship,

j. the Surety renounces the benefit of division and the benefit of discussion,

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k. the Surety further acknowledges and agrees that its Obligations are not a guaranty attached to specific duties of the Surety towards the Borrower, but are given in consideration of the credit and ability of the Surety to fulfil or cause to be fulfilled the Obligations, and as such are an important consideration, without which we would not have entered into this Deed, and

l. the limitation period applicable for us to enforce our rights under this Deed against a Surety is 6 years.

17. ADDITIONAL PROVISIONS

This Deed is subject to and is supplemented by the terms of the Additional Provisions. If there is any conflict between the terms of this Deed and the Additional Provisions then the Additional Provisions will prevail.

Notwithstanding the foregoing, if there is any conflicit between Section 15.12 of this Deed of Hypothecary Loan and the other terms of the Hypothecary Loan or the terms of the Commitment Letter or Loan Agreement, Section 15.12 of this Deed of Hypothecary Loan will prevail.

18. EXPLANATIONS FROM LEGAL COUNSEL

The Lender and the Borrower, as well as the Surety and any other party to this contract declare having received appropriate and sufficient explanations of the nature and extent of the terms and conditions of this Deed and of the obligations of the parties deriving therefrom.

19. LANGUAGE

The Borrower and the Surety have requested that this Deed be drawn up in English. L’Emprunteur et la Caution ont demandé que le présent acte soit rédigé en anglais.

20. DECLARATION OF MATRIMONIAL STATUS

• [Insert required information relating to matrimonial regime and, if applicable, reference to marriage or civil union contract]

21. INTERVENTION OF SPOUSE

• [insert name of spouse], spouse of the Borrower, domiciled and residing at • [insert address of spouse], intervenes in this contract and declares:

a. that he/ she has taken cognizance of this contract and consents thereto;b. that the declaration of matrimonial status made by the Borrower is accurate;c. that, even if a declaration of family residence has previously been or will subsequently be

published against the Property, his/ her rights are subordinated to our rights and recourses and we may exercise our rights and recourses, free of all rights of the intervening spouse; and

d. that if a right of use or ownership in the Hypothecated Property is granted in his/ her favour, he/ she will be solidarily liable for all of the Borrower’s Obligations under this Deed, without the benefits of division or discussion.

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WHEREOF ACTE THUS DONE AND PASSED, at the City of • [insert name of city], Province of Québec, on the date hereinabove first mentioned under the number ( ) of the original notarial minutes of the undersigned Notary.

AFTER READING, the parties have signed with and in the presence of the said Notary.

MCAP SERVICE CORPORATION

Per: •(Print Name of MCAP Signatory)

(Signature of MCAP Signatory)

[Note: Add a signature block below for EACH Borrower, if there is more than one]:

Per: •(Print Name of BORROWER)

(Borrower’s Signature)

Per: •(Print Name of SPOUSE)

(Spouse’s Signature)

[Note: Add a signature block below for EACH Surety, if there is more than one]:

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Per: •(Print Name of SURETY)

(Surety’s Signature)

•(Print Name of NOTARY)

(Notary's Signature)