Royal Trust Corporation of Canada
COLLATERAL MORTGAGE
NEWFOUNDLAND, NOVA SCOTIA and PRINCE EDWARD ISLAND
Instructions as to completion and Execution

Prepare and have the mortgage executed in triplicate using the enclosed collateral Mortgage Form. Observe the instruction below:

Collateral Mortgage Form

(1)	Insert the date of the Mortgage at the beginning of the document.

(2)	Insert the name of the Mortgagor(s) as the Party of the First Part.

(3)	Insert the name of the Guarantor(s) as the Party of the Third Part, if applicable.

(4)	Insert the name of the Customer in paragraph 1 .1(c). This may be the same as the Mortgagor, or one or more of the Mortgagors or, alternatively, it may be a different party whose liabilities the Mortgagor is securing.

(5)	Insert at the end of the paragraph 1 .1(e) the maximum limit for which this Mortgage is given as security.

(6)	If a fixed interest rate is used, i.e. Promissory Note Forms 1404, 1406, 1415, or Form 812, Guarantee and Postponement of Claim with a fixed rate of interest, delete and have initialled the interest clause for the prime rate. Insert the rate of interest in paragraph 1 .1 (f).

(7)	If a prime rate is to be used, i.e. for Promissory Note Forms 708, 1407, 1416, 2298, 2301, 2303, or Form 3850 Revolving Demand Loan Agreement, or Form 812, Guarantee and Postponement of Claim with a prime sensitive rate of interest, delete and have initialled the fixed rate clause and insert the rate of interest over prime in paragraph 1 .1(f).

(8)	Attach a description of the Mortgaged Premises sufficient to comply with paragraph 1 .1(j).

(9)	Have the Mortgage executed in duplicate by the Mortgagor(s) and Guarantor(s).

a.	In Newfoundland, if the Mortgage is not signed before a Notary Public, commissioner of Oaths or Barrister, the witness to the execution should execute the Affidavit of Execution (Corporate or Personal, as appropriate) before a Notary Public, commissioner of Oaths or a Barrister. The appropriate Family Law Act Affidavit must be executed.
b.	In Nova Scotia, a combined form of Affidavit for purpose of the Registry Act and Matrimonial Property Act is used. The Mortgagor(s) will execute either a Personal or Corporate Affidavit.
c.	In Prince Edward Island, the appropriate Affidavit of Execution may be executed before a Commissioner of Deeds, a Barrister or Commissioner of Oaths and the Family Law Act Affidavit should be executed before a Barrister or Commissioner of Oaths.

(10)	One executed copy of the Mortgage should be given to the Mortgagor(s) and a second executed copy should be given to the Guarantor(s), if applicable. The Bank will require a further registered copy for registration in connection with the opinion on title.

 [Collateral Mortgage – Newfoundland, Nova Scotia and Prince Edward Island]

This Collateral Mortgage made this ___________ day of _______________________________, 2

BETWEEN:

							OF THE FIRST PART

AND

							OF THE SECOND PART

AND

OF THE THIRD PART

1.0	DEFINITIONS

In this Collateral Mortgage, unless the context otherwise requires:

(a)	“Condominium Corporation” means the condominium corporation of which the Mortgagor is a member by virtue of ownership of the Mortgaged Premises;

(b)	“Condominium Unit(s)” means the condominium unit(s) and common interests appurtenant thereto described in Schedule “A” annexed hereto;

(c)	“Customer” means   __________________________________________________________
who is a customer of the Mortgagee. If more than one person is named as a Customer, the term “Customer” means all and any one or more of them and the liabilities of the Customer (as hereinafter defined) means the liabilities of all or any one or more of them to the Mortgagee;

(d)	“Guarantor” means the party or parties of the third part who has executed this Mortgage to guarantee the obligations of the Mortgagor pursuant to the provisions of Section 16 of this Mortgage;

(e)	“Indebtedness” means all obligations, debts and liabilities, present or future, direct or indirect, absolute or contingent, matured or not, extended or renewed, at any time owing by the Customer to the Mortgagee or remaining unpaid by the Customer to the Mortgagee heretofore or hereafter incurred or arising and whether incurred by or arising from agreement or dealings between the Mortgagee and the Customer or from any agreement or dealings with any third party by which the Mortgagee may be or become in any manner whatsoever a creditor of the Customer or however otherwise incurred or arising anywhere within or outside Canada and whether the Customer be bound alone or with another or others, and whether as principal or surety, and any ultimate unpaid balance thereof and whether the same is from time to time reduced and thereafter increased or entirely extinguished and thereafter incurred again, but it being agreed that this Mortgage at any one time will secure only that portion of the obligations, debts and liabilities outstanding at such time which does not exceed the sum of ________________________________________________________________________
Dollars ($_________________________________ *) (the “Principal Sum”), together with interest from the date of demand at the Interest Rate set out below;

(f)	“Interest Rate” means:
			(Use one of the two below and delete the other)
(a)	Fixed Interest Rate

Interest at the rate of _____________________    per centum (	%) per annum, calculated and payable monthly as well after as before maturity, default and judgment, with interest on overdue interest at the same rate as on the Principal Sum;

(b)	Prime Rate

Interest at a rate equal to the Mortgage’s Prime Interest Rate per annum in effect from time to time plus___________________ per centum (_______%) per annum calculated and payable monthly as well after as before maturity, default and judgment, with interest on overdue interest at the same rate as on the Principal Sum. For the purpose hereof, the Prime Interest Rate is the annual rate of interest announced from time to time by the Mortgagee as a reference rate then in effect for determining interest rates on Canadian dollar commercial loans in Canada. In the event that it may be necessary at any time for the Mortgagee to prove the Mortgage’s Prime Interest Rate applicable at any time, or times, it is agreed that the certificate in writing of the Mortgagee setting forth the Mortgage’s Prime Interest Rate as at any time, or times, shall be conclusive evidence as to the Mortgage’s Prime Interest Rate as in the certificate set forth:

(g)	“Loan” means any loan, facility or arrangement creating the Indebtedness;

(h)	“Loan Document” means any agreement or instrument evidencing the Indebtedness;

(i)    “Mortgagee” means _____________________________________________________;

(j)	“Mortgaged Premises” means the lands described in Schedule “A” annexed hereto, together with all easements, rights of way, tenements, hereditaments, rights, privileges and appurtenances now or hereafter belonging or appertaining to these lands, and together with, if applicable, all buildings, erections, structures and appurtenances, fixed or otherwise, now or hereafter put on these lands and includes a Condominium Unit(s), if applicable;

	(k)	“Mortgagor” means the party or parties of the first part.

2.0	RECITALS

2.1	The Mortgagee has requested from the Mortgagor security for the due payment of the Indebtedness.

2.2	The Mortgagor has agreed to execute this Mortgage for the purpose of securing to the Mortgagee payment of the Indebtedness.

3.0	CHARGE

3.1	In consideration of the sum of $1.00, the Mortgagor assigns, conveys and mortgages, as beneficial owner by way of a first fixed and specific charge to the Mortgagee the Mortgaged Premises TO HOLD the Mortgaged Premises unto the Mortgagee:

(a)	as to leasehold lands, for all the residue yet to come and unexpired of the term granted by the lease of the same except the last day thereof which is excepted out of the Mortgaged Premises but in respect of which the Mortgagor shall stand possessed in trust for the Mortgagee for the purpose of this Mortgage; and

(b)	as to freehold lands, forever;

as security for payment of the Indebtedness.

3.2	Provided that this Mortgage shall be void upon the Mortgagor paying upon demand to the Mortgagee the Principal Sum and all other amounts payable by the Mortgagor hereunder and upon the due performance of all covenants and conditions herein contained and on the part of the Mortgagor to be observed and performed, but shall otherwise remain in full force and effect.

4.0	COVENANTS

4.1	The Mortgagor covenants with the Mortgagee that:

(a)	The Mortgagor will pay upon demand that portion of the Principal Sum then outstanding, together with interest thereon from the date of demand at the Interest Rate, and on default the Mortgagee may enter and have quiet enjoyment of the Mortgaged Premises;

(b)       (i)	The Mortgagor will pay all taxes, rates and assessments and show receipts on demand, or at the option of the Mortgagee, pay to the Mortgagee one-twelfth of the yearly taxes as estimated by the Mortgagee on the first day of each and every month during the term or continuance of this Mortgage and the Mortgagee shall apply such payments on account of the taxes so long as the Mortgagor shall not default under any covenant or agreement contained in this Mortgage, but nothing herein contained shall obligate the Mortgagee to apply such payments on account of the taxes more often than yearly; or prior to discount or interest dates; provided however that if the Mortgagor shall pay any sum or sums to the Mortgagee to apply on account of the taxes and if before the same shall have been so applied there shall be default by the Mortgagor in respect of any payment of the Indebtedness, the Mortgagee may at its option apply such sum or sums in or towards payment of the principal and/or interest in default; and in the 
event that the taxes actually levied for any one year together with any interest and penalties thereon exceed the estimated amount, the Mortgagor shall pay to the Mortgagee on demand the amount required to make up the deficiency; and if 
the Mortgagor desires to take advantage of any discounts or avoid any penalty in connection with the payment of the taxes, the Mortgagor shall pay to the Mortgagee such additional amounts as are required and shall direct the Mortgagee to make such payments for that purpose; and the Mortgagor shall transmit to the Mortgagee forthwith after receiving them, tax bills and other notices affecting the imposition of taxes upon the Mortgaged Premises;

(ii)	The Mortgagee shall allow the Mortgagor interest, at the rate prescribed by the Mortgagee on the minimum monthly balance outstanding in the mortgage account from time to time to the credit of the Mortgagor for payment of taxes, such interest to be credited to the mortgage account not less than once each year; and the Mortgagor shall be charged interest at the Interest Rate, on the debit balance, if any, of taxes in the mortgage account outstanding after payment of taxes by the Mortgagee until such debit balance is fully repaid.

	(c)	The Mortgagor has a good freehold/leasehold title in fee simple to the Mortgaged Premises and the right to convey the Mortgaged Premises as hereby conveyed, that the Mortgaged Premises are free from encumbrances, and that the Mortgagor will procure such further assurances as may reasonably be required.

(d)	(i) 	The Mortgagor will forthwith insure and during the term or continuance of this Mortgage keep insured in favour of the Mortgagee against loss or damage by fire, lightning, windstorm, hail, explosion, impact, vandalism, malicious acts, civil disturbance or riot, smoke, falling objects and other risks, hazards and perils which the Mortgagee might require to the full extent of their replacement cost in lawful money of Canada, each and every building on the Mortgaged Premises and which may hereafter be erected thereon, both during erection and thereafter and all fixtures as hereinafter defined or referred to, and all other risks, hazards and perils of any nature or kind which the Mortgagee might require depending on the nature of the Mortgaged Premises or the use thereof, in a company or companies duly authorized to carry on business as such and shall pay all premiums and sums of money necessary for such purpose as the same shall become due; each policy of insurance shall provide that loss, if any, shall be payable to the Mortgagee as its interest may appear, subject to a standard form of mortgage clause or other mortgage clause approved by the Mortgagee, and the Mortgagor will forthwith assign, transfer and deliver over unto the Mortgagee the policy or policies of insurance and receipts thereto appertaining; and if the Mortgagor shall neglect to 

		keep the said buildings or any of them insured as aforesaid, or to deliver such policies and receipts or to produce to the Mortgagee at least fifteen days before the termination of any 

		insurance evidence of renewal thereof, the Mortgagee shall be entitled but shall not be obliged to insure the said buildings or any of them, and if the Mortgagee shall pay any premiums or sums of money for insurance for the buildings on the Mortgaged Premises or any part thereof the amount of such payment shall be added to the debt secured by this Mortgage and shall bear interest at the Interest Rate from the time of such payments and shall be payable at the time appointed for the next ensuing payment of interest on the said debt; and the Mortgagor shall forthwith on the happening of any loss or damage, furnish at his own expense all necessary proofs and do all necessary acts to enable the Mortgagee to obtain payment of the insurance monies and the production of this Mortgage shall be sufficient authority for the said insurance company to pay any such loss to the Mortgagee, and the said insurance company is hereby directed thereupon to pay the same to the Mortgagee; and any insurance monies received may, at the option of the Mortgagee, be applied in rebuilding, reinstating or repairing the Mortgaged Premises or be paid to the Mortgagor or any other person appearing by the registered title to be or to have been the owner of the Mortgaged Premises or be applied or paid partly in one way and partly in another, or it may be applied, in the sole discretion of the Mortgagee, in whole or in part, in payment of this Mortgage debt or any part thereof whether due or not then due.

(ii)	If the Mortgaged Premises are comprised of one or more Condominium Units, the insurance provisions set out in subparagraph (i) above will not apply and the following will apply to this Mortgage:

The Mortgagor or the Condominium Corporation or both of them will forthwith insure and during the term or continuance of this Mortgage keep insured in favour of the Mortgagee against loss or damage by fire, lightning, windstorm, hail, explosion, impact, vandalism, malicious acts, civil disturbance or riot, smoke, falling objects and other risks, hazards and perils which the Mortgagee might require to the full extent of their replacement cost in lawful money of Canada, the Condominium Unit(s), both during erection and thereafter and all fixtures as herein defined or referred to and all other risks, hazards and perils of any nature or kind which the Mortgagee might require depending on the nature of the Condominium Unit(s) or the use thereof, in a company or companies approved by the Mortgagee; and the Mortgagor or the Condominium Corporation, or both of them, will forthwith provide to the Mortgagee certificates of insurance and such other evidence of insurance as the Mortgagee may require, and if the Mortgagor or Condominium Corporation, or both of them, shall neglect to keep the Condominium Unit(s) insured as aforesaid, or to deliver such certificates or evidence of insurance to the Mortgagee at least fifteen days before the termination of any insurance evidence of renewal thereof, the Mortgagee shall be entitled but shall not be obligated to insure the Condominium Unit(s); and the Mortgagor or the Condominium Corporation or both of them shall forthwith on the happening of any loss or damage comply fully with the terms of the policy, or policies of insurance and, without limiting the generality of the obligation of the Mortgagor to observe and perform all the duties and obligations imposed on the Mortgagor by the Condominium Act and by the Declaration and By-laws of the Condominium Corporation, shall comply with the insurance provisions of the Declaration; and the Mortgagor as a member of the Condominium Corporation shall seek the full compliance by the Condominium Corporation of the aforementioned covenants.

(e)	The Mortgagor will keep the Mortgaged Premises in good condition and repair according to the nature and description thereof and if the Mortgaged Premises are not kept in good condition and repair or any act of waste is committed thereon by the Mortgagor or any person, whether or not the Mortgagor has control over the acts of that person, or if the Mortgagor defaults the Mortgagee may enter and complete, repair or manage the Mortgaged Premises and recover all reasonable costs with interest at the Interest Rate as part of this Mortgage.

(f)	The Mortgagor will not make or permit to be made any demolition, alterations or additions to the Mortgaged Premises without the consent of the Mortgagee, and will not use the Mortgaged Premises or permit them to be used without the consent of the Mortgagee for a purpose other than disclosed to the Mortgagee in the application for this Mortgage.

(g)	The Mortgagee or agent of the Mortgagee may, at any time, enter upon the Mortgaged Premises to inspect the Mortgaged Premises, and the reasonable costs of such inspection shall be added to the Indebtedness secured by this Mortgage.

(h)	The Mortgagor will at all times promptly observe, perform, execute and comply with all applicable laws, rules, requirements, orders, directions, by-laws, ordinances, work orders and regulations of every governmental authority and agency whether federal, provincial, municipal or otherwise, including without limiting the generality of the foregoing, those dealing with zoning, use, occupancy, subdivision, parking, historical designations, fire, access, loading facilities, landscaped area, pollution of the environment, toxic materials or other environmental hazards, building construction, public health and safety, and all private covenants and restrictions affecting the Mortgaged Premises or any portion thereof and the Mortgagor will from time to time, upon request of the Mortgagee, provide to the Mortgagee evidence of such observance and compliance, and will at the Mortgagor’s own expense make any and all improvements thereon or alterations to the Mortgaged Premises, structural or otherwise, and will take all such other action as may be required at any time by any such present or future law, rule, requirement, order, direction, by-law, ordinance, work order or regulation.

(i)	In the event of default being made under any of the terms of this Mortgage, the Mortgagee shall be entitled to send an inspector or agent to inspect and report upon the value, state, and condition of the Mortgaged Premises and a solicitor to examine and report upon the title to the Mortgaged Premises at the Mortgagor’s expense, and all expenses incurred in so doing, together with all costs and charges (including solicitor and client costs) which the Mortgagee may incur or pay in collecting or attempting to collect the Principal Sum and any other monies secured hereunder, or in enforcing or attempting to enforce any of the remedies and powers herein contained for the recovery of the Principal Sum and any other monies secured hereunder, whether the proceedings taken prove abortive or not, and in recovering or attempting to procure possession of and keeping possession of the Mortgaged Premises or any part thereof, shall form and be a charge upon the Mortgaged Premises, and shall be payable forthwith to the Mortgagee by the Mortgagor, and shall bear interest at the Interest Rate computed from the time of payment.

(j)	In the event of the Mortgagor selling, conveying, transferring, or entering into any agreement of sale or transfer of the title of the Mortgaged Premises to a purchaser, grantee or transferee not approved by the Mortgagee, then at the option of the Mortgagee, the Principal Sum and any other monies secured hereunder shall forthwith become due and payable.

(k)	The Mortgagor will not, without the prior written consent of the Mortgagee, give any further mortgage or charge of the Mortgaged Premises while this Mortgage is still outstanding and undischarged and if the 

	Mortgagor should mortgage or charge the Mortgaged Premises in contravention of this paragraph then, at the option of the Mortgagee, the Principal Sum and any other monies secured hereunder shall forthwith become due and payable.

(I)	Any sum owing or required by this Mortgage to be paid by the Mortgagor to the Mortgagee shall be added to the Principal Sum and shall form a charge on the Mortgaged Premises and shall bear interest at the Interest Rate until paid.

	  5.0	APPLICATION OF PAYMENTS

5.1	PROVIDED that, in the case of any default by the Mortgagor, the Mortgagee may then apply any payments received during the period of default in whatever order it may elect as between principal, taxes, interest, repairs, insurance premiums or other advances made on behalf of the Mortgagor.

6.0	ACTS OF DEFAULT

6.1	PROVIDED that in default of the payment of the Principal Sum and any other monies secured hereunder, or on breach of any covenant or proviso herein contained, or if waste be committed by the Mortgagor or any other person, whether or not the Mortgagor has control over the acts of that person, or if the Mortgagor should make an assignment for the benefit of creditors, or a proposal under the Bankruptcy and Insolvency Act, or Companies’ Creditors Arrangement Act or have a bankruptcy petition presented against the Mortgagor, or if the Mortgagor should allow a creditor to enter judgment against the Mortgagor by reason of its financial inability to pay a debt or debts, the whole of the Principal Sum and any other monies secured hereunder remaining unpaid shall become payable, but the Mortgagee may waive its right to demand payment of the Principal Sum and any other monies secured hereunder and shall not be therefor debarred from subsequently asserting and exercising its right to call in the Principal Sum and any other monies secured hereunder by reason of such waiver or by reason of any future default, and the Mortgagor agrees that neither the execution nor registration of this Mortgage, nor the advancing of any part of the Loan, shall bind the Mortgagee to advance any further part of the Loan, but the advance of the Loan or any part thereof shall be in the sole discretion of the Mortgagee.

7.0	PRIOR ENCUMBRANCES

7.1	PROVIDED that the Mortgagee may pay the amount of any encumbrance, lien or charge now or hereafter existing or to arise or be claimed upon the Mortgaged Premises, having priority over this Mortgage, including any arrears of taxes or other rates on the Mortgaged Premises or any of them, and may pay all costs, charges and expenses which may be incurred in taking, recovering and keeping possession of the Mortgaged Premises and all solicitors’ charges or commissions for or in respect of the collection of any overdue interest, principal, insurance premiums or any other monies whatsoever payable by the Mortgagor thereunder, as between solicitor and client, whether any action or other judicial proceeding to enforce such payment has been taken or not and the amounts so paid shall be added to the Indebtedness hereby secured and be a charge on the Mortgaged Premises and shall bear interest at the Interest Rate, and shall be forthwith payable by the Mortgagor to the Mortgagee and the non-payment of such amount shall entitle the Mortgagee to exercise the powers exercisable for breach of covenant hereinbefore contained. In the event of the Mortgagee paying the amount of any such encumbrance, lien or charge, taxes or rates, either out of the monies advanced on this security or otherwise, it shall be entitled to all the rights, equities and securities of the person or persons, company, corporation or government so paid off.

8.0	JUDGMENT

8.1	The taking of a judgment in respect of the Indebtedness or any instrument or instruments now or hereafter representing or evidencing the Indebtedness, or under any of the covenants herein, or in any such instrument contained or implied, shall not operate as a merger of the Indebtedness or such instrument, instruments or covenants, nor affect the Mortgagee’s right to interest at the Interest Rate, nor affect nor prejudice any rights or remedies given to the Mortgagee by the terms hereof.

9.0	FIXTURES

9.1	All machinery and improvements, fixed or otherwise, and even though not attached to the Mortgaged Premises otherwise than by their own weight, are and shall, in addition to other fixtures thereon, be and become fixtures and an accession to the freehold and a part of the Mortgaged Premises as between the parties hereto, their heirs, executors, administrators, successors, legal representatives and assigns and all persons claiming by, through or under them and shall be security for the Indebtedness.

10.0	AGREEMENT BETWEEN THE MORTGAGOR AND MORTGAGEE

10.1	IT IS AGREED BY AND BETWEEN THE MORTGAGOR AND MORTGAGEE as follows:

(a)	That no part of the Indebtedness existing at the date of this Mortgage, or incurred or arising thereafter, shall be deemed to be unsecured by this Mortgage.

(b)	That this Mortgage is and shall be a continuing collateral security to the Mortgagee for the amount of the Indebtedness as herein provided and shall be deemed to be taken as security for the ultimate balance of the Indebtedness and this Mortgage shall not, nor shall anything herein contained operate so as to create any merger or discharge of any debt owing to the Mortgagee or any lien, bond, promissory note or bill of exchange or other security held by or which may hereinafter be held by the Mortgagee from the Mortgagor or from the Customer or from any other person or persons and this Mortgage shall not in any way prejudicially affect such security held or which may hereafter be held by the Mortgagee for the liabilities or any part thereof, or the liability of any endorser or any other person or persons upon any such lien, bond, bill of exchange, promissory note or other security or contract or any renewal or renewals thereof held by the Mortgagee for or on account of the said liabilities or any part or parts thereof, nor shall the remedies of the Mortgagee in respect thereof be prejudiced or delayed in any manner whatsoever by the taking of this Mortgage.
 
(c)	That any and all payments made in respect of the Indebtedness and interest and the monies or other proceeds received from the sale of any securities held therefor, including this Mortgage, may be applied and reapplied notwithstanding any previous application on such part or parts of the Indebtedness as the Mortgagee may see fit or may be held unappropriated in a separate collateral 

	account for such time as the Mortgagee may see fit.

(d)	That the Mortgagee may grant time, renewals, extensions, indulgences, releases and discharges to, may take securities and guarantees from and give the same and any and all existing securities and guarantees up to, may abstain from taking securities or guarantees from or perfecting securities or guarantees of, may accept compositions from and may otherwise deal with the Mortgagor, the Customer, the Guarantor and all other persons, securities and guarantees as the Mortgagee may see fit without prejudicing the rights of the Mortgagee under this Mortgage.

11.0	CHANGE OF CORPORATE CONTROL

11 .1	Where the Mortgagor is a corporation, the Mortgagor covenants and agrees in the event that:

(a)	the Mortgagor fails to supply to the Mortgagee, in a form satisfactory to the Mortgagee, such information relating to the ownership of its shares as the Mortgagee may from time to time require, or

(b)	without the written consent of the Mortgagee first had and obtained,

(i)	the Mortgagor issues or redeems any of its shares or transfers any of its shares;

(ii)	there is a sale or sales of shares of the Mortgagor which results in the transfer of the legal or beneficial interest of a majority of the shares of the Mortgagor; or

(iii)	there is a change in the effective control of the majority of the voting shares of the Mortgagor.

The Principal Sum secured by this Mortgage together with all interest and other monies owing hereunder shall forthwith become due and payable at the option of the Mortgagee and the Mortgage’s powers of sale hereby given and all other remedies for enforcement shall be exercisable.

12.0	RECEIVERSHIP

12.1	Notwithstanding anything herein contained, it is declared and agreed that if at any time when there shall be default under the provisions of this Mortgage, the Mortgagee may, at such time and from time to time, and with or without entry into possession of the Mortgaged Premises, or any part thereof, by instrument in writing appoint any person, whether an officer or officers or an employee or employees of the Mortgagee or not, to be a receiver (which term, as used herein, includes a receiver manager) of the Mortgaged Premises, or any part thereof, and of the rents and profits appoint another receiver, and that, in making any such appointment or removal, the Mortgagee shall be deemed to be acting as the agent or attorney for the Mortgagor, but no such appointment shall be revocable by the Mortgagor. Upon the appointment of any such receiver from time to time, the following provisions shall apply:

(a)	Every such receiver shall have unlimited access to the Mortgaged Premises as agent and attorney for the Mortgagor (which right of access shall not be revocable by the Mortgagor) and shall have full power and unlimited authority to:

(i)	collect the rents and profits from tenancies, whether created before or after this Mortgage;

(ii)	rent any portion of the Mortgaged Premises which may become vacant on such terms and conditions as the receiver considers advisable and enter into and execute leases, accept surrenders and terminate leases;

(iii)	complete the construction of any building or buildings or other erections or improvements on the Mortgaged Premises left by the Mortgagor in an unfinished stateor award the same to others to complete and purchase, repair and maintain any personal property including, without limitation, appliances and equipment, necessary or desirable to render the premises operable or rentable, and take possession of and use or permit others to use all or any part of the Mortgagor’s materials, supplies, plans, tools, equipment (including appliances) and property of every kind and description; and

(v)	manage, operate, repair, alter or extend the Mortgaged Premises or any part thereof.

The Mortgagor undertakes to ratify and confirm whatever any such receiver may do in the Mortgaged Premises.

(b)	The Mortgagee may, at its discretion, vest the receiver with all or any of the rights and powers of the Mortgagee.

(c)	The Mortgagee may fix the reasonable remuneration of the receiver who shall be entitled to deduct the same out of the revenue or the sale proceeds of the Mortgaged Premises.

(d)	Every such receiver shall be deemed to be the agent or attorney of the Mortgagor and, in no event, the agent of the Mortgagee and the Mortgagee shall not be responsible for his acts or omissions.

(e)	The appointment of any such receiver by the Mortgagee shall not result in or create any liability or obligation on the part of the Mortgagee to the receiver or to the Mortgagor or to any other person and no appointment or removal of a receiver and no actions of a receiver shall constitute the Mortgagee a mortgagee in possession of the Mortgaged Premises.

(f)	No such receiver shall be liable to the Mortgagor to account for monies other than monies actually received by the receiver in respect of the Mortgaged Premises, or any part thereof, and out of such monies so received every such receiver shall, in the following order, pay:

(i)	the receiver’s remuneration aforesaid;

(ii)	all costs and expenses of every nature and kind incurred by the receiver in connection with the exercise of the receiver’s power and authority hereby conferred;

(iii) interest, principal and other money which may, from time to time, be or become charged upon the Mortgaged Premises in priority to this Mortgage, including taxes;

(iv)	to the Mortgagee all interest, principal and other monies due hereunder to be paid in such order 
as the Mortgagee, in its discretion, shall determine, and

thereafter, every such receiver shall be accountable to the Mortgagor for any surplus.

The remuneration and expenses of the receiver shall be paid by the Mortgagor on demand and shall be a charge on the Mortgaged Premises and shall bear interest from the date of demand at the Interest Rate.

(g)	Save as to claims for accounting under clause (f) of this paragraph, the Mortgagor hereby releases and discharges any such receiver from every claim of every nature, whether sounding in damages or not, which may arise or be caused to the Mortgagor or any person claiming through or under the Mortgagor by reason or as a result of anything done by such receiver unless such claim be the direct and proximate result of dishonesty or fraud.

(h)	The Mortgagee may, at any time and from time to time, terminate any such receivership by notice in writing to the Mortgagor and to any such receiver.

(i)	The statutory declaration of an officer of the Mortgagee as to default under the provisions of this Mortgage and as to the due appointment of the receiver pursuant to the terms hereof shall be sufficient proof thereof for the purposes of any person dealing with a receiver who is ostensibly exercising powers herein provided for and such dealing shall be deemed, as regards such person, to be valid and effectual.

(j)	The rights and powers conferred herein in respect of the receiver are supplemental to and not in substitution of any other rights and powers which the Mortgagee may have.

13.0 	WHERE THE MORTGAGOR IS NOT THE CUSTOMER

13.1 In the event that any one or more of the Mortgagor is not also the Customer, each such Mortgagor which is not also the Customer (hereinafter in this section 13.1 called “such Mortgagor”) jointly and severally covenants with the Mortgagee as follows:

(a)	this Mortgage and the covenants, provisos, obligations and agreements on the part of the Mortgagor herein contained shall be the continuing obligations and liability of each such Mortgagor and shall cover all of the liabilities and obligations of the Mortgagor hereunder and shall apply to and shall secure the ultimate balance of the Principal Sum, together with all interest thereon, and any other monies secured hereunder;

(b)	the Mortgagee shall not be bound to exhaust its recourse against the Customer or others or any securities (which term when used in this section 1 3.1 includes guarantees) it may at any time hold before being entitled to payment from each such Mortgagor of the Principal Sum, together with all interest thereon, and any other monies secured hereunder and each such Mortgagor renounces to all benefits of discussion and division;

(c)	this Mortgage and the liabilities and obligations of each such Mortgagor hereunder shall not be affected by the death or loss or diminution of capacity of the Customer or of any such Mortgagor or by any change in the name of the Customer or in the membership of the Customer’s firm through the death or retirement of one or more partners or the introduction of one or more other partners or otherwise, or by the acquisition of the Customer’s business by a corporation, or by any change whatsoever in the objects, capital, structure or constitution of the Customer, or by the Customer or the Customer’s business being amalgamated with a corporation or corporations, or wound up or its corporate existence terminated but shall notwithstanding the happening of any such event continue to exist and apply to the full extent as if such event had not happened;

(d)	this Mortgage shall not be considered as wholly or partially satisfied by the payment or liquidation at any time or times of any sum or sums of money for the time being due or remaining unpaid to the Mortgagee and all dividends, compositions, proceeds of security valued and payments received by the Mortgagee from the Customer or from others or from estates shall be regarded for all purposes as payments in gross without any right on the part of any Mortgagor to claim in reduction of his liability under this Mortgage, the benefit of any such dividends, compositions, proceeds or payments or any securities held by the Mortgagee or proceeds thereof, and none of such Mortgagors shall have the right to be subrogated in any rights of the Mortgagee until the Mortgagee shall have received payment in full of all Indebtedness;

(e)	all of the Principal Sum and any other monies secured hereunder or intended to be secured hereby shall be deemed to form part of the obligations, debts and liabilities of each such Mortgagor notwithstanding any lack or limitation of status or of power, incapacity or disability of the Customer or of the directors, partners or agents thereof, or that the Customer may not be a legal or suable entity, and notwithstanding any irregularity, defect or informality in the borrowing or obtaining of such monies, advances, renewals or creditors, or in the taking or registering of this Mortgage or any other securities, the whole whether known to the Mortgagee or not; and all the Principal Sum and any other monies secured hereunder shall be recoverable from each such Mortgagor as sole or principal debtor in respect thereof and shall be paid to the Mortgagee on demand with interest and accessories; and

(f)	each such Mortgagor shall be bound by any account settled between the Mortgagee and the Customer, and if no such account has been so settled immediately before demand of payment hereunder any account stated by the Mortgagee shall be accepted by such Mortgagor and each of them as conclusive evidence of the amount which at the date of the account so stated is due by the Customer to the Mortgagee or remains unpaid by the Customer to the Mortgagee.

14.0	BUILDINGS, ADVANCES AND COST OF SEARCH

14.1	It is the intention of the parties hereto that the building or buildings erected or to be erected on the Mortgaged Premises form part of the security for the Principal Sum secured by this Mortgage; and that all advances are to be made in such manner at such times and in such amounts up to the full amount of the Principal Sum as the Mortgagee in its sole discretion may determine, and subject always to the provision to which the Mortgagor hereby agrees that notwithstanding the execution or registration of this Mortgage or the advancement of any part of the Loan, the Mortgagee is not bound to advance the Loan or any unadvanced portion thereof and the advance of the Loan and any part thereof from time to time shall be in the sole discretion of the Mortgagee, but nevertheless, this Mortgage hereby made shall take 

	effect forthwith upon execution by the Mortgagor and the expenses of the examination of the title and of this Mortgage and valuation are to be secured hereby in the event of the whole or any balance of the Loan not being advanced, the same to be charged hereby upon the Mortgaged Premises and shall be without demand thereof, payable forthwith with interest at the Interest Rate and in default, the Mortgagee’s  power of sale hereby given and all other remedies hereunder shall be exercisable.

15.0	EXTENSIONS

1 5.1	PROVIDED that no extension of time given by the Mortgagee to the Mortgagor, or anyone claiming under the Mortgagor or any other dealing with the owner of the Mortgaged Premises, shall in any way affect or prejudice the rights of the Mortgagee against the Mortgagor or any other person liable for the payment of the monies hereby secured.

16.0	GUARANTEE OF MORTGAGE

16.1	IN CONSIDERATION of the Mortgagee making loans, accommodations, advances or other extensions of credit to the Customer which are the basis for the Indebtedness, each Guarantor hereby agrees with the Mortgagee as follows:

(a)	Each Guarantor hereby:

(i)	guarantees the payment by the Mortgagor to the Mortgagee of all of the Principal Sum and other liabilities of the Mortgagor secured or payable under this Mortgage, present or future covenant, direct or indirect, absolute or contingent, matured or not, including, without limitation, principal, interest, taxes, fees and expenses as and when the same are due and payable under this Mortgage (the “Guaranteed Amounts”); and

(ii)	covenants and agrees to perform all other covenants and obligations of the Mortgagor under this Mortgage as and when the same are required to be observed or performed under this Mortgage (the “Guaranteed Covenants”);

in each case without any demand required to be made. The obligations of the Mortgagor to pay the Guaranteed Amounts and perform and observe the Guaranteed Covenants are hereinafter collectively referred to as the “Guaranteed Obligations”, and this guarantee is hereinafter referred to as the “guarantee”.

(b)	If there is more than one Guarantor, the obligations of the Guarantors hereunder shall be joint and several; and any reference herein to “the Guarantor” is to each and every such Guarantor.

(c)	If any monies or amounts expressed to be owing or payable under this Guarantee by the Guarantor are not recoverable from the Guarantor, or any of them, on the footing of a guarantee for any reason whatever, such monies or amounts may be recovered from the Guarantor, or any of them, as a primary obligor and principal debtor in respect of such monies or amounts, regardless of whether such monies or amounts are recoverable from the Mortgagor or would be payable by the Mortgagor to the Mortgagee. For greater certainty, but without restricting the generality of the foregoing, if the Mortgagee is prevented or restricted from exercising its rights or remedies with respect to any of the Guaranteed Obligations, including, without limitation, the right of acceleration, the right to be paid interest at the Interest Rate in respect of the Guaranteed Obligations or the right to enforce or exercise any other right or remedy with respect to the Guaranteed Obligations, the Guarantor agrees to pay the amount that would otherwise have been due and payable had the Mortgagee been permitted to exercise such rights and remedies in accordance with the terms agreed to between the Mortgagor and the Mortgagee; provided, however, that the foregoing characterization of the liability of the Guarantor as that of a primary obligor and principal debtor is not intended and shall not be interpreted to confer on the Guarantor, or any of them, any right, benefit or advantage that the Guarantor would not otherwise have in the absence of such characterization.

(d)	Without giving notice to or obtaining the consent or concurrence of any Guarantor, the Mortgagee may:

(i)	grant any time, indulgences, waivers or extensions of time for payment of any of the Guaranteed Obligations;

(ii)	grant any renewals or extensions of this Mortgage, with or without a change in the Interest Rate or in any other terms or conditions of this Mortgage, and whether by express agreement signed by the Mortgagor or otherwise (including, without limitation, by way of an automatic renewal or extension);

(iii)	change the interest rate provided in this Mortgage, either during the initial term thereof or in any subsequent extension or renewal term, whether by way of increase, decrease, change in the reference rate by which such interest rate is calculated or determined; change from a fixed rate to a variable or floating rate, or from a variable or floating rate to a fixed rate, or otherwise;

(iv)	otherwise amend, supplement, modify, vary or otherwise change any of the terms or conditions of this Mortgage in any manner whatever;

(v)	release or discharge from this Mortgage the whole or any part of the Mortgaged Premises or any other security for the Indebtedness;

(vi)	advance additional principal amounts to the Customer pursuant to any provision of this Mortgage and/or a Loan Document that permits the Customer to borrow such additional principal amounts from the Mortgagee;

(vii)	permit the Customer to prepay the Indebtedness, in whole or in part, or to skip any one or more scheduled instalments of payments of principal and interest, or to pay one or more such scheduled instalment on a scheduled payment date under a Loan Document that permits such prepayment, skipping or multiple payments or otherwise;

 	(viii)	accept compositions, compromises or proposals from the Customer or otherwise deal with the Customer or any other person (including, without limitation, the Guarantor or any other guarantor of the Guaranteed Obligations), any security (including, without limitation, this Mortgage) or the Mortgaged Premises or any security as the Mortgagee sees fit, including, without limitation, realizing on, releasing, accepting substitutions for or replacing any of the security for the Indebtedness;

(ix)	release or discharge any Guarantor, or one or more other co-covenantors or guarantors or Mortgagors in respect of this Mortgage, whether under this Guarantee or otherwise; or

(x)	release any subsequent legal or beneficial owner of the Mortgaged Premises from any liability for the Guaranteed Obligations, or any of them, or refrain from requiring any such owner to assume any such liability;

and none of the foregoing actions shall in any way lessen, limit or otherwise affect the obligations or liability of any Guarantor under the Guarantee, regardless of whether any such action has the effect of amending or varying this Mortgage or increasing, expanding or otherwise altering the nature, effect, term, extent or scope of the Guaranteed Obligations. The Guaranteed Obligations and the liability of each Guarantor hereunder shall extend to and include the obligations of the Mortgagor under this Mortgage as so amended, renewed, extended or varied and the Guaranteed Obligations as so increased, expanded or altered without further action on the part of the Mortgagee or the consent or concurrence of any Guarantor; and for greater certainty and without limiting the foregoing, if the interest rate provided in this Mortgage is increased or otherwise altered, the Guaranteed Obligations and the liability of each Guarantor hereunder shall be extended to and include the obligation of the Mortgagor to pay interest at such increased or altered rate.

		(e) The obligations of the Guarantor hereunder shall be unaffected by:

		(i)	any lack or limitation of status or power, disability, incapacity, death, dissolution or other circumstances relating to the Mortgagor, the Customer or any Guarantor or any other party;

		(ii)		any irregularity, defect, unenforceability or invalidity in respect of the Indebtedness or this Mortgage or any indebtedness, liability or other obligation of the Mortgagor or any other party;

		(iii)		any release or discharge of the Guaranteed Obligations except by reason of their irrevocable payment and satisfaction in full;

		(iv)		any judgment obtained against the Mortgagor, or the taking, enforcing, exercising or realizing on, or refusing or neglecting to take, enforce, exercise or realize on, or negligence in taking, enforcing, exercising or realizing on, any security (including without limitation any money on deposit and any guarantee) or any right or remedy, from or against the Mortgagor or any other party or their respective assets or releasing or discharging, or failing, refusing or neglecting to maintain, protect, renew or perfect, any security (including without limitation any money on deposit or any guarantee) or any right or remedy;

		(v)		any change in the name, control, objects, business, assets, capital structure or constitution of the Mortgagor, the Customer or any Guarantor, or any merger or amalgamation of the Mortgagor, the Customer or any Guarantor under the laws of a jurisdiction other than the jurisdiction under which the Mortgagor, the Customer or Guarantor was originally formed, or any change in the membership of the Mortgagor, the Customer or any Guarantor, if a partnership, through the death, retirement or introduction of one or more partners, or otherwise; and each reference to the “Mortgagor”, the “Customer”, or the “Guarantor” in this Mortgage will be deemed to include each corporation and each partnership resulting from any of the foregoing;

		(vi)	any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of this Mortgage or the Guarantee, or the Mortgagor, the Customer or any Guarantor;

		(vii) 	any failure on the part of the Mortgagee to perfect, maintain or enforce its rights whether due to its default, negligence or otherwise on the part of the Mortgagee with respect to this Mortgage, or any other security granted to the Mortgagee relating to this Mortgage or the Indebtedness; and

		(viii)	any other circumstances whatsoever (with or without notice to or the knowledge of the Guarantor) which may or might in any manner or to any extent vary the risk of the Guarantor hereunder, or might otherwise constitute a legal or equitable discharge of a surety or guarantor;

It being the purpose and intent of each Guarantor that the liabilities and obligations of each Guarantor under this Mortgage shall be absolute and unconditional under any and all circumstances.

 (f)	Unless and until all the Guaranteed Obligations have been irrevocably paid and satisfied in full, the Guarantor shall not be subrogated to any of the rights or claims of the Mortgagee in respect of any of the Guaranteed Obligations, or under any security agreement or guarantee or other instrument which may at any time be held by or on behalf of the Mortgagee, and the Guarantor shall not seek any reimbursement from the Mortgagor.

(g)	The obligations of the Guarantor under this Guarantee shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment which would otherwise have reduced the obligations of the Guarantor or any of them under this Mortgage (whether such payment shall have been made by or on behalf of the Mortgagor or the Guarantor or any of them) is rescinded, or is reclaimed from the Mortgagee, upon the insolvency, bankruptcy, liquidation, dissolution or reorganization of the Mortgagor, the Customer or the Guarantor or any of them, or for any other reason.

(h)	The Mortgagee shall have no obligation to enforce any rights or remedies or security or guarantees or to take any other steps against the Mortgagor, the Customer or any other party or any assets of the Mortgagor, the Customer or of any other party before being entitled to demand payment or performance by any Guarantor of its obligations under this Mortgage. Each Guarantor hereby waives all benefit of discussion and division.

(i)	Any Guarantor may, by notice in writing delivered to the manager of the branch or agency of the Mortgagee receiving this instrument, terminate the Guarantor’s liability under this Mortgage with effect from and after the date (the “Termination Date”) that is 30 days following the date of such notice in respect of Guaranteed Obligations incurred or arising at any time on or after the Termination Date but not in respect of any Guaranteed Obligations incurred, arising or existing before the Termination Date, even though not then matured. Notwithstanding the foregoing, the Mortgagee may fulfil any requirements of the Mortgagor under this Mortgage or any Indebtedness requested by the Mortgagor prior to the receipt of such notice, and any liabilities of the Mortgagor resulting from such fulfilment shall be added to the Guaranteed Obligations and shall be secured by this Mortgage. Termination of the liability of one or more of the Guarantors shall not affect the liability of any other Guarantor.

(j)	Each Guarantor shall indemnify and save harmless the Mortgagee from and against all losses, damages, costs and expenses which the Mortgagee may sustain, incur or become liable for by reason of:

(i)	the failure, for any reason whatever, of the Mortgagor to pay any amounts expressed to be payable pursuant to the provisions of this Mortgage, regardless of whether the Mortgagor’s obligation to pay such amounts is valid or enforceable against the Mortgagor;

(ii)	the failure, for any reason whatever, of the Mortgagor to perform any other obligation under this Mortgage; or

(iii)	any act, action or proceeding of or by the Mortgagee for or in connection with the recovery of such amounts or the performance of such obligations.

(k)	The Guarantee shall be operative and binding upon every Guarantor upon execution and delivery of this Mortgage by such Guarantor, regardless of whether it has been executed by any other proposed guarantor or guarantors.

17.0	CONDOMINIUMS

17.1	If this Mortgage charges one or more Condominium Units, the following provisions shall apply:

(a)	The Mortgagor covenants and agrees at all times and from time to time to observe and perform all duties and obligations imposed on the Mortgagor by the Condominium Act, the declaration, the by-laws, and the rules, as amended from time to time, of the Condominium Corporation, by virtue of his ownership of the Condominium Unit(s). Any breach of the said duties and obligations shall constitute a breach of covenant under this Mortgage.

(b)	Without limiting the generality of the foregoing, the Mortgagor covenants and agrees that he will pay promptly when due any contributions to common expenses required of him as an owner of the Condominium Unit(s) and in the event of his default in doing so the Mortgagee, at its option, may pay the same and the amount so paid shall be added to the debt secured by this Mortgage and shall be a charge on the Condominium Unit(s) and shall bear interest at the Interest Rate from the time of such payments and shall be payable forthwith by the Mortgagor to the Mortgagee whether or not any payment in default has priority to this Mortgage or any part of the monies secured thereby.

(c)	The Mortgagor hereby irrevocably authorizes and empowers the Mortgagee to exercise the right of the Mortgagor as an owner of the Condominium Unit(s) to vote or to consent in all matters relating to the affairs of the Condominium Corporation provided that:

	(i)	The Mortgagee may at any time or from time to time give notice in writing to the
Mortgagor and the said Condominium Corporation that the Mortgagee does not intend
to exercise the said right to vote or consent and in that event until the Mortgage revokes the said notice the Mortgagor may exercise the right to vote. Any such notice may be for an indeterminate period of time or for a limited period of time or for a specific meeting or matter.

(ii)	The Mortgagee shall not by virtue of the assignment to the Mortgagee of the right to vote or consent be under any obligation to vote or consent to protect the interests of the Mortgagor.

(iii)	The exercise of the right to vote or consent shall not constitute the Mortgagee a mortgagee in possession.

18.0	DISTRESS

18.1	PROVIDED that and it is further stipulated and agreed by and between the parties to this Mortgage that the Mortgagee, its successors or assigns, may distrain for arrears of interest against the Mortgaged Premises or any part thereof and recover by way of rent reserved as in the case of a demise the arrears of interest and all costs and expenses incurred in such levy or distress and may also distrain for arrears of principal and monthly payment of taxes, if required, in the same manner as if the same were arrears of interest.

19.0	RIGHTS ON DEFAULT

19.1	The Mortgagor covenants and agrees with the Mortgagee that in the event of default in the payment of any instalment of principal, interest or taxes hereby secured or any other monies payable hereunder by the Mortgagor or on breach of any covenant, proviso or agreement herein contained after all or any part of the monies hereby secured have been advanced, the Mortgagee may, at such time or times as it may deem necessary and without the concurrence of any other person, enter upon the Mortgaged Premises and make such arrangements for completing the construction of, repairing or putting in order any buildings or other improvements on the Mortgaged Premises, or for inspecting, taking care of, leasing, collecting the rents of, and managing generally the Mortgaged Premises as it may deem expedient, and all reasonable costs, charges and expenses including allowances for the time and service of any employee of the Mortgagee or other person appointed for the above purposes shall be forthwith payable to the Mortgagee, and shall be a charge upon the Mortgaged Premises and shall bear interest at the Interest Rate until paid.

1 9.2	PROVIDED also that in the event of default of payment of the Principal Sum with interest thereon and any other monies secured hereunder, or in the due performance of any provision in this Mortgage, the Mortgagee may, where legally permitted or required, enter on or lease or sell the Mortgaged Premises, but no power of sale shall be exercised until after four weeks’ notice has been given. Any such sale may be a sale of the Mortgaged Premises as a whole or in separate parcels at public auction, by public 

	tender or by private sale or partly in one manner and partly in another manner or manners, at such time and on such terms and conditions as the Mortgagee shall appoint, having first given such notice as it may think proper or as may be required by law, and upon such reasonable conditions as to upset or reserve, bid or price and as to terms of payment as it may deem proper. The Mortgagee may adjourn any such sale from time to time and may execute and deliver to the purchaser or purchasers of the Mortgaged Premises good and sufficient deed or deeds for the same, the Mortgagee being hereby constituted the irrevocable attorney of the Mortgagor for the purpose of making such sale and executing such deeds and any such sale as aforesaid shall be a perpetual bar both at law and at equity against the Mortgagor and all persons claiming the Mortgaged Premises, by, from, through or under the Mortgagor; provided that the Mortgagee shall have the right exercisable and any time and from time to time to purchase all or any part of the Mortgaged Premises if the same are sold by public auction or by public tender.

20.0	OBLIGATIONS SURVIVE SALE

20.1	PROVIDED further that no sale or other dealing by the Mortgagor with the Mortgaged Premises or any part thereof shall in any way change the liability of the Mortgagor or in any way alter the rights of the Mortgagee as against the Mortgagor or any other person liable for payment of the monies hereby secured.

21.0	NEW HOME WARRANTY PLAN ACT

21 .1	If the Mortgagee incurs any cost or expense of any nature or kind, in any way arising from or relating to a new home warranty act or similar legislation and the regulations thereunder, including any amendments or replacements, or either of them (the “Act”), including, without any limitation whatsoever, any cost or expense relating to registration as a vendor under the Act or enrolling the Mortgaged Premises or entering into any agreement or agreements relating to performance of warranty obligations or performing any warranty obligations, all such cost and expense shall be added to the debt hereby secured and be a mortgage on the Mortgaged Premises in priority to all other encumbrances registered or arising subsequent to this Mortgage and shall bear interest at the Interest Rate and shall be payable forthwith by the Mortgagor to the Mortgagee.

22.0	PARTIAL RELEASE

22.1	PROVIDED that the Mortgagee may at all times release any part or parts of the Mortgaged Premises or other security or any surety or guarantor for payment of all or any part of the Indebtedness hereby secured, or may release the Mortgagor or any other person from any covenant or other liability to pay the Indebtedness, either with or without consideration therefore, and without being accountable for the value thereof or for any monies except those actually received by the Mortgagee and without thereby releasing any other party to this Mortgage, or any other securities or covenants herein contained, it being especially agreed that notwithstanding any such release, the Mortgaged Premises, securities and covenants remaining unreleased shall stand charged with the whole of the Principal Sum secured by this Mortgage.

23.0	LIENS AND CONSTRUCTION

23.1	PROVIDED also that upon the registration of any lien against the Mortgaged Premises, or in the event of any buildings being erected thereon or allowed to remain unfinished or without any work being done on them for a period of ten (10) days, the Principal Sum, together with interest at the Interest Rate, and all other amounts secured by this Mortgage shall, at the option of the Mortgagee, forthwith become due and payable. In the event any lien is registered against the Mortgaged Premises, the Mortgagee shall have the right, but not the obligation, to pay such amounts as may be required to vacate the lien. Any amount so paid by the Mortgagee, together with all costs, charges and expenses incurred by the Mortgagee in connection therewith, including all solicitors’ charges or commissions, on a solicitor and its own client basis, shall be added to the Principal Sum secured by this Mortgage and shall bear interest at the Interest Rate and shall, with such interest, be a charge on the Mortgaged Premises prior to all claims thereon subsequent to this Mortgage, and shall be forthwith payable on demand.

24.0	SEVERABILITY OF ANY INVALID PROVISIONS

24.1	It is agreed that in the event that at any time any provision of this Mortgage is illegal or invalid under, or inconsistent with, the provisions of any applicable statute or regulation thereunder or would, by reason of the provisions of any such statute or regulation, render the Mortgagee unable to collect the amount of any loss sustained by it as a result of providing the Indebtedness which it would otherwise be able to collect under such statute, then such provision shall not apply and shall be construed so as not to apply to the extent that it is so illegal, invalid or inconsistent or would render the Mortgagee unable to collect the amount of any such loss.

25.0	NO PREJUDICE FROM FAILURE TO ENFORCE RIGHTS

25.1	PROVIDED that no failure to enforce at any time or from time to time any of the rights of the Mortgagee hereunder shall prejudice such rights or any other rights of the Mortgagee; no performance or payment by the Mortgagee in respect of any breach or default hereunder of the Mortgagor shall relieve the Mortgagor from any default hereunder; and no waiver at any time or from time to time of any such rights of the Mortgagee shall prejudice such rights in the event of any future default or breach.

26.0	MORTGAGEE’S EXPENSES

26.1	The Mortgagor agrees to pay the reasonable and necessary costs, charges and expenses of and incidental to this Mortgage, and to any and all documents required in connection therewith, and of any amendment or renewal thereof, and of anything done in connection with the enforcement of the security granted thereby or the procuring of the payment of any monies payable hereunder including, without limiting the generality of the foregoing, all solicitors’ fees, costs and expenses of examination of title, and the obtaining of the opinion of counsel for the Mortgagee thereon and all costs and expenses valuing the Mortgaged Premises in connection with the foregoing. The Mortgagor further agrees that such amounts shall be paid forthwith upon demand and until paid shall bear interest at the Interest Rate and shall be a charge on the Mortgaged Premises.

27.0	OTHER SECURITY

27.1	This Mortgage is in addition to, and not in substitution for, any other security held by the Mortgagee, including any promissory note or notes for all or any part of the monies secured hereunder, and it is understood and agreed that the Mortgagee may pursue its remedies thereunder or hereunder concurrently or successively at its option. Any judgment or recovery hereunder or under any other security held by the Mortgagee for the monies secured by this Mortgage shall not affect the right of the Mortgagee to realize upon this or any other such security. Without limiting the generality of the foregoing, this Mortgage is in addition to, and not in substitution for, any other charges now or hereafter held by the Mortgagee over the Mortgaged Premises as security for monies advanced hereunder or any other monies due to the Mortgagee, and it is understood and agreed that the aggregate principal amount secured by this Mortgage and such other charges shall be the sum of the Principal Sum and all other monies secured hereunder and the respective principal amounts of such other charges.

28.0	HEADINGS

28.1	The headings of sections herein are inserted for convenience or reference only and shall not affect the construction or interpretation of this Mortgage.

29.0	INTERPRETATION

29.1	AND it is hereby agreed that where the context requires, words in the singular include the plural, and words importing the masculine gender include the feminine and neuter genders. All covenants, liabilities and obligations entered into or imposed hereunder upon the Mortgagor shall be joint and several, and shall be binding upon the heirs, executors, administrators, successors and assigns of the Mortgagor, as the case may be.

29.2	This Mortgage is made in pursuance of any applicable enactments respecting short forms of indentures.

30.0	RECEIPT OF TRUE COPY

30.1	The Mortgagor (and the Guarantor, if applicable) acknowledges receipt of a copy of this Mortgage.

IN WITNESS WHEREOF the Mortgagor (and the Guarantor, if applicable) has properly executed this Mortgage the day and year first above written.

SIGNED, SEALED AND DELIVERED	) *
in the presence of			)
					)
					)
					)	
					)	___________________________________________
					)
____________________________________	)
					)
					)	___________________________________________

AFFIDAVITS OF EXECUTION AND MATRIMONIAL STATUS

AFFIDAVIT OF EXECUTION (CORPORATE)
PROVINCE OF NEWFOUNDLAND
	
I, _________________________________________  of _______________________________ in the Province of Newfoundland, make oath and say as follows:

1.	THAT I was personally present and did see the signatures of __________________________________and __________________________________ affixed to the within document.
2.	THAT the said _________________________ and ______________________________ are personally known to me and the said _______________________________________  and _______________________________________ are respectively the ____________________________________ and _______________________________ of ____________________________________________.
3.	 THAT I am the subscribing witness to the execution of the within document by the said  _________________________________ and __________________________________ on behalf of  ___________________________________________________.

SWORN TO at _________________,  	)
in the Province of Newfoundland,	)		
this	day of ___________	)
AD. 2	  ,  before me:	)
		)
		)
____________________________	)	________________________________________
A Barrister, Commissioner of Oaths	)
or Notary Public	)

AFFIDAVIT OF EXECUTION (PERSONAL)
PROVINCE OF NEWFOUNDLAND

I, ____________________________________ of __________________________________ 

in the Province of  Newfoundland, make oath and say as follows:

1.	THAT I was present and did see the signature(s) of _____________________________ and __________________________________ affixed to the within document and that I am the subscribing witness to such execution.

2. THAT the said document was executed on the_________ day of ______________, ______.

SWORN TO at _________________,  	)
in the Province of Newfoundland,	)		
this	day of ___________	)
AD. 2	  ,  before me:	)
		)
		)
____________________________	)	__________________________________
A Barrister, Commissioner of Oaths	)
or Notary Public	)

FAMILY LAW ACT (PERSONAL) PROVINCE OF NEWFOUNDLAND

CANADA
NEWFOUNDLAND

We, _______________________________ and __________________________________ 

of the __________________________________ of ___________________________	in the Province 

of Newfoundland, make oath and say as follows:

1.	THAT we are the Mortgagors described in the within Collateral Mortgage and as such have full knowledge of the facts herein deposed.

2.	THAT we are spouses of each other as defined by The Family Law Act, S. Nfld.  1988 c. 60 at the time of the execution of the within Collateral Mortgage.

3.	THAT the property described in the within Collateral Mortgage is/is not a matrimonial home under the provisions of The Family Law Act (Newfoundland).

4.	THAT to the best of our knowledge, information and belief, there are no other persons who have vested rights in the property being mortgaged under the attached Collateral Mortgage pursuant to The Family Law Act (Newfoundland).

5.	THAT we are both at least nineteen (19) years of age.

6.	THAT we are both residents of Canada within the intent and meaning of The Income Tax Act, Canada, 1972, and amendments thereto and intend to remain residents until the completion of this transaction.

7.	THAT when we executed the within instrument we were not and will continue not to be liable for any tax imposed under Section 33(1) (2) of The Retail Sales Tax Act (Newfoundland) as amended or Goods and Services Tax under the Excise Tax Act (Canada) as amended or at least until the registration of this instrument.

8.	THAT to the best of our knowledge, information and belief, at this date there are no statutory liens of any kind whatsoever charging or encumbering our assets and specifically the property herein more particularly described in the attached collateral mortgage.

SWORN TO at _________________,  	)
in the Province of Newfoundland,	)		
this	day of ___________	)
AD. 2	  ,  before me:	)
		)
		)
_______________________________	)	____________________________________
A Barrister, Commissioner of Oaths	)
or Notary Public	)

FAMILY LAW ACT AFFIDAVIT (CORPORATE)
PROVINCE OF NEWFOUNDLAND

CANADA
PROVINCE OF NEWFOUNDLAND

TO WIT:

I, __________________________________ of ____________________________________

 In the Province of Newfoundland, Company Director, make oath and say as follows:

1.	THAT I am a Director of _________________________________________ (the “Company”), the Mortgagor named in the within Indenture respecting the property therein described and as such have personal knowledge of the matters herein deposed to.

2.	THAT the Company is not a non-resident of Canada within the meaning of The Income Tax Act of Canada.

3.	THAT the word “spouse” as hereinafter used means a spouse as defined in Section 2(1)(e) of The Family Law Act, S.N. 1988, c. 60 (the “Act”) as amended.

4.	THAT the property described in the within Indenture has never been occupied by any director, officer or shareholder of the Company or by the spouse of any director, officer or shareholder of the Company as the matrimonial home of any such person.

5.	THAT the property described in the within Indenture does not constitute matrimonial assets or a matrimonial home as defined by the Act, and that the said property is not held for the benefit of any officer, director or shareholder of the Company and no spouse of any officer, director or shareholder of the Company has a right to possession of the said property by reasons of Sections 62, 63 or 64 of the Act, a Separation Agreement or a Marriage Contract.

SWORN TO at _________________,  	)
in the Province of Newfoundland,	)		
this	day of ___________	)
AD. 2	  ,  before me:	)
		)
		)
________________________________	)    ________________________________________
A Barrister, Commissioner of Oaths	)
or Notary Public	)

AFFIDAVIT OF EXECUTION AND MATRIMONIAL PROPERTY ACT AFFIDAVIT COMBINED
(CORPORATE)
PROVINCE OF NOVA SCOTIA

CANADA
PROVINCE OF NOVA SCOTIA
COUNTY OF _______________

I, ____________________________________ of __________________________________, 

Province of Nova Scotia, make oath and say as follows:

1.	THAT I am the_________________________ of___________________________ (the “Company”);
2.	THAT the lands described in the within Mortgage are not occupied by any shareholder as a dwelling nor is any shareholder entitled to use the lands as a dwelling and the lands have never been so occupied while the lands have been owned by the Company.
3.	THAT the Company is not a non-resident of Canada as defined in the Income Tax Act (Canada).
4.	I acknowledge that the properly authorized signatories of the Company have executed the foregoing Mortgage and affixed its seal to this Mortgage in its behalf on the date of this affidavit.
5.	This acknowledgment is made for the purpose of registering this Mortgage pursuant to section 31(a) of the Registry Act  R.S.N.S. 1989 c.392.

:

SWORN TO at _________________,  	)
in the Province of Nova Scotia,	)		
this	day of ___________	)
AD. 2	  ,  before me:	)
		)
		)
________________________________	)  ________________________________________
A Commissioner of the Supreme	)
Court of Nova Scotia	)

AFFIDAVIT OF EXECUTION AND MATRIMONIAL PROPERTY ACT AFFIDAVIT COMBINED
(INDIVIDUAL)
PROVINCE OF NOVA SCOTIA

CANADA
PROVINCE OF NOVA SCOTIA
COUNTY OF ________________

	I/We	make oath and say as follows:

1.	That I/we/am/are the Mortgagor(s) and Mortgagor’s Spouse in the foregoing Mortgage and am/are of the full age of nineteen (19) years.

2.	That I/we/am/are now, and intend to be at the date of closing, residents of Canada within the meaning of the Income Tax Act (Canada).

3.	That for the purpose of this my/our affidavit, “spouse” means either or a man or woman who:
(a)	are married to each other;
(b)	are married to each other by a marriage that is voidable and has not been annulled by a declaration of nullity; or
(c)	have gone through a form of marriage with each other, in good faith, that is void and are cohabiting or have cohabited within the preceding year.

4.	For the purpose of this affidavit “spouse” includes an individual who is a party to a registered domestic-partner declaration made in accordance with Section 53 of the Vital Statistics Act.

USE THE FOLLOWING WHEN BOTH SPOUSES
EXECUTE EITHER AS A MORTGAGOR OR MORTGAGOR’S SPOUSE OR
GUARANTOR

5.	That we are the spouses of each other and we have no other spouse as defined herein nor, with respect to the within property:
(a)	any former domestic partner with the rights contemplated by section 55 of the Vital Statistics Act, or
(b)	any former spouse with rights under the Matrimonial Property Act.

USE ONE OF THE FOLLOWING WHEN THE
SIGNATURE OF A SPOUSE IS NOT PRESENT

5.	That, as of the date hereof, I am not a spouse and I have no:
(a)	former domestic partner with the rights contemplated by Section 55 of the Vital Statistics Act, nor
(b)	any former spouse with rights under the Matrimonial Property Act.

5.	That the property described in the within Indenture is the matrimonial home of myself and my spouse, _______________________________________ and my said spouse has released all his or her rights with respect thereto pursuant to the Matrimonial Property Act by executing a Separation Agreement or Marriage Contract to that effect and I have no other spouse as defined herein.

5.	That the property described in the within Indenture has never been occupied by me or my spouse as our matrimonial home and I have no other spouse as defined herein.

5.	That an instrument executed by myself and my spouse, designating property not described in the within Indenture as our matrimonial home dated the ______________ day of _______________, 20 is registered pursuant to section 7 of the Matrimonial Property Act at the Registry of Deeds in _________________________in Book ____________, page ____________ and has not been cancelled and the property described in this Mortgage has not been designated by myself and my said spouse and I have no other spouse as defined herein.

5.	That the within disposition was authorized or the property has been released as a matrimonial home by order of the ____________________ court dated the ______ day of_________, 2_____, and recorded at the Registry of Deeds in ____________________, in Book _________ at page __________

6.	I/We acknowledge(s) that I/we executed the foregoing Mortgage on the date of this affidavit. This acknowledgment is made for the purpose of registering this Mortgage pursuant to section 31(a) of the Registry Act R.S.N.S. 1989, c. 392.

SWORN TO (SEVERALLY) at________________ 	)
in the County of ___________________________	)
Province of Nova Scotia,	)
this	day of ________________	)
20	, before me:	)
			)
 _______________________________________	)   _____________________________________________________
A Commissioner of the Supreme	)
Court of Nova Scotia	)

AFFIDAVIT OF EXECUTION (PERSONAL/WITNESS)
PROVINCE OF PRINCE EDWARD ISLAND

PROVINCE OF PRINCE EDWARD ISLAND

On this	day of ___________________________ 2	, personally appeared before me___________________________________ of ___________________________________ 
in the County of _____________________ Province of Prince Edward Island, and being sworn, testified that (s)he is a subscribing witness to the within mortgage and that (s)he was present and did see the same duly executed by the Mortgagor and/or Guarantor therein named.

						_	_____________________________________________________________________________					Commissioner for Deeds

AFFIDAVIT OF EXECUTION (PERSONAL/SIGNEE)
PROVINCE OF PRINCE EDWARD ISLAND

PROVINCE OF PRINCE EDWARD ISLAND

On the _____________________ day of __________________, 2____, personally appeared before me _______________________ of _____________________________, in the County of ______________________ Province of Prince Edward Island, and acknowledged that (s)he did voluntarily execute the within mortgage to and for the uses and purposes therein mentioned.

						___________________________
Commissioner for Deeds

AFFIDAVIT OF EXECUTION (CORPORATE)
PRINCE EDWARD ISLAND

PRINCE EDWARD ISLAND

On the _______________ day of _________________, 2 _________, personally appeared before me ___________________ and ______________________________ , of ____________________________ and ______________________ respectfully, in the County of __________________________________ Province of Prince Edward Island, and being sworn, testified that they are duly authorized signing officers of the Mortgagor and/or Guarantor therein named and that they did freely and voluntarily execute the within mortgage to and for the uses and purposes therein mentioned.

						___________________________	
Commissioner for Deeds

FAMILY LAW ACT
PRINCE EDWARD ISLAND

CANADA
PROVINCE OF PRINCE EDWARD ISLAND

IN THE MATTER of the Family Law Act, R.S.P.E.I. 1988, Cap. F-2.1, c. 12, as amended;

AND:

IN THE MATTER of the Registry Act, R.S.P.E.I. 1 988, Cap. R-1 0, as amended.

AFFIDAVIT OF SPOUSAL STATUS OR INTEREST

I/We,________________________________ of ___________________________

Province of Prince Edward Island, MAKE OATH AND SAY:

1.	For the purposes of this Affidavit, “spouses” means either of a man or woman who: (a) are married to each other; (b) are married to each other by a marriage that is voidable and has not been voided by a judgment of nullity; or (c) have gone through a form of marriage with each other, in good faith that is void and are cohabiting or have cohabited within the preceding year.

[choose and initial appropriate paragraph #2 (delete others)]

[Initial]

_______	2.	We have read the definition of “spouse” given above and we are the only spouses of one another.

_______ 	2.	I am the President of the Mortgagor Corporation and the property described in Schedule “A” has never been occupied by any shareholder of the Mortgagors as a matrimonial home within the meaning of The Family Law Act (PE l.), nor is any such shareholder now entitled to use or occupy such property as a matrimonial home.

_______	2.	I am not or was not as of the date hereof a “spouse” as defined herein.

_______	2.	My spouse has, by legal separation agreement, released all rights acquired under Part Ill of The Family Law Act (PE l.) in the property described in Schedule “A”.

_______	 2.	The property, which I am encumbering described in Schedule “A” has never been occupied by me and my spouse as our matrimonial home within the meaning of The Family Law Act (PE l.).

________	2.	The property which I am encumbering described in Schedule “A” is not designated as a matrimonial home under the provisions of Part Ill of The Family Law Act (PE l.) and an instrument designating a property other than that described in Schedule “A” has been registered under the provisions of Part Ill of The Family Law Act (PE l.) and that instrument has not been canceled.

SWORN TO at __________in the County of ____________	)
Province of Prince Edward Island, this ___________ day of 	)
______________ , 2_____ before me:			)
							)
							)
______________________________________________	) _________________________
A Commissioner for taking affidavits in the Supreme Court 	)

DATED __________________________, ______________________ 2_________

BETWEEN:

____________________________________________*

-And

_____________________________________________ *

						
						COLLATERAL MORTGAGE