Package #522214 Quebec - Collateral - formssearch.td.com

Package #522214 Quebec - Collateral

Last Revised: December 2019

Note: Appendices B (#533964), B1 (#801498) and B-2 (#533968) of the attached package can be found as separate "Word" files at our website https://www.formssearch.td.com/Search.

531432 (1219)

Solicitor/Notary Instructions Collateral Mortgage/Immovable Hypothec

We are retaining you to assist The Toronto-Dominion Bank (the "Bank") in this collateral mortgage/Immovable Hypothec transaction. The Bank will not require or approve an interim report on title or any draft documentation, including the Collateral Mortgage/ Immovable Hypothec. The Bank is relying solely on you to ensure that the Collateral Mortgage/Immovable Hypothec is prepared in accordance with these Solicitor/Notary Instructions and with the instructions set out in the Solicitor/Notary Engagement Letter (collectively the "Instructions"). You are not authorized to deviate from the Instructions or alter any of the documentation or instructions referred to in the Instructions, except as otherwise agreed to by the Bank in writing. You are required to refer any issues related to title which affect or may affect the Bank's security or which are contrary to the intent of the Bank as outlined in the Instructions to the named contact on the Solicitor/Notary Engagement Letter for written direction prior to your release of the Collateral Mortgage/Immovable Hypothec funds and/or prior to the registration of the Collateral Mortgage/Immovable Hypothec. Execution of Documents We are relying on you to verify the identity of the Mortgagor(s) or grantor(s) of the security (if an individual), and the identity of the signing officers who are signing the documentation for a corporate Borrower, Mortgagor or grantor of security (and attorney if applicable documents are being signed under a Power of Attorney) in accordance with the Identification Guidelines identified in Appendix "A" of these Solicitor/Notary Instructions. We require that you submit identification particulars in your Final Report on Title (attached as Appendix "B" to these Solicitor/Notary Instructions). If documents are executed by a corporation, partnership or any other type of legal entity, we are relying on you to confirm that the officer(s) signing has/have the authority to bind the entity. Corporate/Trust Mortgagor If there is a corporate or trust Mortgagor, you are required to confirm that such Mortgagor: (a) is duly incorporated/constituted; (b) is qualified to own real estate in the jurisdiction where the Property is located; and (c) has the necessary corporate powers and authority to borrow the monies secured by the Collateral Mortgage/Immovable Hypothec and to grant the Collateral Mortgage/Immovable Hypothec. Power of Attorney If this Collateral Mortgage/Immovable Hypothec is executed under Power of Attorney, your registration of the Collateral Mortgage/Immovable Hypothec confirms that:

1. You have received the Bank's consent in writing to use the Power of Attorney; 2. You have confirmed the identity and signature of the attorney in accordance with the Identification Guidelines in Appendix "A"; 3. The Power of Attorney, regardless of where it is executed, is valid for use in the province in which the Collateral Mortgage/

Immovable Hypothec is to be registered and contains all required powers, including the power to borrow, where applicable. The Collateral Mortgage/Immovable Hypothec and the Loan Documents are duly authorized (where required) under the Power of Attorney document and the Collateral Mortgage/Immovable Hypothec and the Loan Documents have been properly executed; and

4. You have reviewed the Power of Attorney for restrictions that impact or may impact the Bank's Collateral Mortgage/ Immovable Hypothec and there are no such restrictions.

Survey You will obtain and review a Survey or a Surveyor's Certificate/Real Property Report (Alberta, Yukon, Newfoundland, Manitoba and Saskatchewan) or a Certificate of Location (Quebec) (collectively referenced herein as "Survey") completed by a recognized land surveyor and dated within the last twenty (20) years with respect to the Property. You will be satisfied that the Survey provides satisfactory confirmation that the position of the buildings on the Property complies with all municipal, provincial and other government requirements and that all zoning and other restrictions have been complied with and that the buildings on the Property are within the boundaries of the Property. Where an addition has been made since the date of the Survey, an updated Survey is required unless there is no doubt that the addition is also clearly within the lot lines and meets all setback requirements. Where a Survey is not available for properties that are not mortgage insured and you are satisfied that the position of the building on the Property complies

1 of 6

with all municipal, provincial and other government requirements, a declaration of possession (or statutory declaration) for not less than ten (10) continuous years and indicating no changes to or disputes regarding the Property may be accepted. Where a Survey is not available for mortgage insured properties, the Survey requirement can only be waived on an exception basis and must be referred to the named contact on the Solicitor/Notary Engagement Letter for direction prior to your releasing the mortgage funds. Additional Provincial Requirements: Alberta: A Stamp of Compliance is required. If the Real Property Report is older than six (6) months, an Affidavit of

Examination is required confirming no changes have transpired since the original Survey was completed. Manitoba: A Zoning Memorandum is required. If the Survey is older than ten (10) years, an Affidavit of Examination is required

confirming no changes have transpired since the original Survey was completed.

Saskatchewan: A Zoning Memorandum is required. If the Real Property Report is older than twenty (20) years, an Affidavit of Examination is required confirming no changes have transpired since the original Survey was completed.

The Bank will rely on your opinion and will not review the Survey. The Bank will also accept a policy of title insurance in lieu of a Survey from the title insurance companies listed in these Solicitor/Notary Instructions or a solicitor/notary's opinion issued in accordance with the Western Law Societies Conveyancing Protocol (the "Protocol") in the applicable provinces. [NOTE: this section does not apply if Collateral Mortgage/Immovable Hypothec is being given in respect of agricultural business] Additional Instructions for Manitoba eMortgage Form 6.2 We are relying on you to complete Manitoba eMortgage Form 6.2 in compliance with Manitoba law. The following information may be helpful in completing Section 5 of eMortgage 6.2 entitled Terms and Payment Provisions : § All our standard collateral mortgages : are Payable on Demand ; Secure Present and Future Liabilities § "Prime" is defined in Standard Charge Mortgage Terms # 4885352/1for our Collateral All-Purpose Mortgage. Accordingly in

completing the box following the words "Prime is defined as "in section 5 of eMortgage 6.2 you should consider inserting the following in the aforementioned box : See Definitions in Standard Charge Mortgage Terms # 4885352/1. "

Title Insurance We require you to assess the need for title insurance protection, and to advise the Bank if you have concluded that title insurance is the best option to assure title and protect the Bank's interests under the Collateral Mortgage/Immovable Hypothec. If title insurance is to be obtained, we require that you utilize one of the Bank's approved insurers. The Bank has approved the use of First Canadian Title Insurance ("FCT"), Stewart Title Guaranty Company ("Stewart Title"), and Chicago Title Insurance Company ("Chicago Title") in respect of a commercial loan transaction secured by a Collateral Mortgage/Immovable Hypothec. We remind you that title insurance is not a substitute for your services and that we will require you to advise the Bank regarding the title insurance itself. Without limiting the generality of the foregoing, we require you to:

(a) obtain and negotiate the endorsements which you determine are appropriate for the transaction to protect the Bank's interests and ensure that these endorsements are appropriately adjusted to reflect the commercial realities of the transaction, for example, request and obtain a Revolving Credit Endorsement, where the Collateral Mortgage/Immovable Hypothec will secure a revolving credit facility, Gap Coverage where funds may be advanced prior to registration of the Collateral Mortgage/Immovable Hypothec and/or a Construction Loan Endorsement if the commercial transaction involves construction financing;

(b) review the confirmation package or commitment to insure from FCT, Stewart Title or Chicago Title, as applicable, to ensure it

is satisfactory; (c) advise the Bank about any exclusion from coverage and the acceptability of such exclusion; (d) review the final certificate of insurance or extension certificate, as applicable and once issued, to ensure it complies with any

re-certified or amended report/commitment to insure and to ensure that it incorporates the endorsements you have requested; and

(e) obtain a tax certificate in respect of the relevant property that shows all property taxes are current.

2 of 6

If the Bank is advancing funds before the receipt of the final title insurance policy on the basis of a confirmation package or commitment to insure, as applicable, from FCT, Stewart Title or Chicago Title, then in addition to the obligations set out above, you must sub-search the title to the property from the date of your report to the title insurer to the date of the first advance and before the Bank advances and confirm to the Bank in writing that the sub-search is clear. Disbursement of Funds If funds are to be directed to you for disbursement, please provide the office indicated on the Solicitor's/Notary's Letter of Engagement with a signed Request for Funds Form. The Request for Funds Form attached as Appendix "C" to these Solicitor/Notary Instructions, must be used for this purpose. The funds will be forwarded as per your instructions on the Request for Funds Form. Any funds delivered to you will be delivered in trust and are only to be advanced by you to the Borrower(s) or as the Borrower(s) direct(s) upon (i) the registration of the Collateral Mortgage/Immovable Hypothec and at the direction of the Bank once the Bank has received confirmation from you of such registration or (ii) confirmation by you that a title insurance policy with appropriate gap coverage mitigating the Bank's risk of advancing funds prior to registration of the Collateral Mortgage/Immovable Hypothec has been issued to the Bank. Confirmation of Registration If funds are not required to be delivered to you for disbursement, funds will only be advanced or made available to the Borrower(s) upon registration of the Loan Documents (as applicable) and at the direction of the Bank once the Bank has received confirmation from you of the applicable registrations. Undertaking Your disbursement of funds and/or registration of the Collateral Mortgage/Immovable Hypothec, or use of the funds in any way, constitutes your acceptance of this engagement and your undertaking to comply with all Instructions, including completing and returning your Final Report on Title and Certificate of Insurance or Extension Certificate (if applicable) together with all documents required to be delivered hereunder within 30 days of your disbursement/use of funds or registration of the Collateral Mortgage/ Immovable Hypothec. Condominium (if applicable) You will review the Status Certificate (for Ontario and Quebec), Certificate of Payment (for British Columbia), Estoppel Certificate (for Alberta, Saskatchewan, Nova Scotia, New Brunswick, Prince Edward Island, and Newfoundland), Status Certificate (for Manitoba) and Certificate of Insurance for the Property on behalf of the Condominium Corporation and the Mortgagor(s) and determine that all documents are satisfactory. The Bank will rely on your opinion and will not review the information. Planning Act (for Ontario only, if title insurance is not obtained) You will review the title to the Property and confirm that the Collateral Mortgage/Immovable Hypothec does not contravene the provisions of the Planning Act, as amended from time to time. Leased Land (if applicable where Leasehold mortgage is provided) You will review the Lease and confirm that all payments required to be made under the Lease are current and there is currently no default with any provision of the Lease. You will also confirm the Lease allows for the transfer or assignment of the Lease from the Lessee to the Bank. Information about the Lease and the Landlord will also be confirmed and provided to the Bank, and notice of the Collateral Mortgage/Immovable Hypothec shall be given to the Landlord where applicable and proper consents and acknowledgments from the Landlord obtained including, without limitation, the Landlord's agreement to (i) promptly notify the Bank of any default under the Lease and, (ii) allow the Bank in its discretion to remedy any such default(s). Fire Insurance You will ensure that the Mortgagor(s) has obtained Fire Insurance with coverage that is at least equal to the amount of the Collateral Mortgage/Immovable Hypothec or the replacement value of the buildings, whichever is less, with loss payable to The Toronto-Dominion Bank and the The Toronto-Dominion noted as (first/second/third, as applicable) mortgagee subject to the Insurance Bureau of Canada Standard Mortgage Clause and containing an extended coverage/All Risk endorsement or a broad form policy.

3 of 6

Additional Documentation Requirements

1. Please provide, for the following provinces: a) British Columbia - a State of Title Certificate b) Alberta - a Certified Copy of Title; c) New Brunswick - a Certificate of Registered Ownership; d) Nova Scotia- a Statement of Registered and Recorded Interest; e) Manitoba - a Status of Title; f) Saskatchewan - a Certified Copy of Title;

2. If water supply is by well, please provide a Water Potability Certificate indicating the water meets government standards and is

suitable for human consumption that must be dated within 60 days of the actual closing date. [NOTE: this section does not apply if Collateral Mortgage/Immovable Hypothec is being given in respect of agricultural business]

3. If the property subject to the Collateral Mortgage/Immovable Hypothec is a new home construction, please provide:

a) a New Home Warranty Certificate (all provinces except Manitoba or Alberta); b) for Manitoba - a New Home Warranty Certificate and a Possession Certificate; c) for Alberta - a Certificate of Possession; d) for all provinces - if water supply is by well, a Well Driller's Certificate confirming a minimum flow of 20 litres per

minute over a 1 hour period; e) for all provinces - if on a septic system, confirmation from a provincial or municipal authority certifying that the soil and

water pollution, septic system design and installation are acceptable. 4. If the property subject to the Collateral Mortgage/Immovable is a rental property located in any province other than Quebec, a

General Assignment of Rents and Leases ("Assignment") is required. You will ensure that all necessary affidavits are completed and applicable registration requirements have been met. You will further ensure that, depending on your jurisdiction, the Assignment (or caveat in support thereof) has been filed/registered in the appropriate land titles/registry office and/or personal property registry, as required.

5. You shall provide confirmation of information required for Property Tax Rolls (i.e. municipal address, municipality, brief legal

description, property tax roll number).

4 of 6

You are required to ascertain the identity of each Mortgagor or grantor of security (if an individual) (and where applicable, the Attorney under Power of Attorney) and the identity of the signing officers who are signing the documentation for a corporate Borrower, Mortgagor or grantor of security, and provide applicable employment information. If specifically instructed by us and where the Borrower and/or Mortgagor are a corporate or non-personal entity, then the identity of the three signing officers are to be verified (or if less than 3, then all authorized signers are to be identified). Each Mortgagor or grantor of security and, where applicable Attorney or signing officer must present to you ONE piece of Identification from the list below for examination: If the Mortgagor, grantor of security and, where applicable, Attorney or signing officer cannot be identified using the identification from the list below, refer to the named contact on the Solicitor Engagement Letter for directions on alternative methods of ascertaining identity. All identification must be original, valid, not expired, legible, unaltered, have a unique identifier number and not be substantially damaged. Each Mortgagor or grantor of security and, where applicable, Attorney or signing officer is required to be physically present when you ascertain his or her identity. Where an identification document is issued by a national government, only the country of issue needs to be recorded. Where the identification document is issued by a regional/state/provincial government, both the region and country need to be recorded. Please do not send photocopies of identification to the Bank. Please see the table below for acceptable types of ID.

Appendix "A" Identification Guidelines

§ § § § § §

Canadian Government Issued ID Card (Provincial, Federal, Territorial) Canadian Citizenship/Naturalization Card/Certificate Nexus Card Canadian Firearms License US Passport Card

Canadian Provincial Driver's License US Permanent Driver's License Canadian or International Passport Canadian Certificate of Indian Status Canadian Military ID Card Canadian Permanent Resident Card

All must have a Photo § § § § §

Notes: 1. In Quebec, a driver's license must be volunteered by the customer, you must not request it. Temporary licenses should only be accepted if offered within 30 days of their issuance date (i.e. permanent licenses are issued within 2 weeks from issue date of temporary license). There may be variations to the look of licenses as some provincial governments roll out the enhanced versions of Driver's License.

5 of 6

Appendix C Request for Funds

To: THE TORONTO-DOMINION BANK (the "Bank") Attention: ___________________________________ Fax #: ____________________ From: ______________________________________ Barrister and Solicitor/Notary Solicitor/Notary Telephone # ____________________ Solicitor/Notary Fax # ____________________ Re: Borrower(s): __________________________________________________________________________________________ Mortgagor(s) (if different from Borrower(s)): ________________________________________________________________ Brief Legal Description of Property ("Property"): _____________________________________________________________ Municipal Address of Property: ___________________________________________________________________________ Municipality (City or Town): _____________________________________________________________________________ Mortgage Amount: ____________________________________________________________________________________ Amount of Funds Requested: ____________________________________________________________________________ Funding Date: _________________________________________________________________________________________ Request for Funds: Please provide the Bank with this completed form at least two (2) business days prior to the scheduled Funding Date, or there may be a delay in funding. Instructions for Delivery of Funds (select one): q Deposit to my/our TD Canada Trust Trust Account #: _____________________ Branch: ____________ q Pickup draft at branch: __________________ q Mail/Courier draft: _______________________

Confirmation of Registration (Collateral Mortgage/Immovable Hypothec only - to be completed if directed by the Bank in the Solicitor/Notary Engagement Letter): q The Borrower(s) have requested the credit facility be activated and no funds are required to be advanced to the solicitor at this

time. Details of the registration of the Collateral Mortgage/Immovable Hypothec are as follows:

Mortgage Priority: q First q Second q Other: __________________

Registration Number/ Particulars ________________________________________________________________________

Date of Registration (mm/dd/yyyy) ___________________

Date ILA Signed (mm/dd/yyyy) ___________________ I confirm that the above mentioned Collateral Mortgage/Immovable Hypothec has been registered in accordance with the Instructions issued by The Toronto-Dominion Bank and all information above is accurate. Solicitor/Notary: Signature: ____________________________________________ Print Name: ____________________________________________ Date: ____________________________________________ Address:

6 of 6

542430 (1219)

ADDITIONAL SOLICITOR'S/NOTARY'S INSTRUCTIONS Special Instructions for CMHC/GEMICO Insured Second Ranking Mortgages If the Mortgage or Hypothec is a second-ranking mortgage and is CMHC/GEMICO Insured (refer to the Instruction Letter for transaction details) immediately following its registration, the Bank will require you to complete and send to all prior-ranking mortgagees written notice of the existence and registration of the Mortgage or Hypothec and the interest of the Bank in the property. The form of the notice is attached below. The written notice should be transmitted to the prior-ranking mortgagee(s) via registered mail and a copy of written notice with the post office receipt should be included in your Solicitor's Final Report on Title.

From: Date: To: Re: Mortgagor(s): Address of Property: Legal Description (the "Property"): And Re: Your mortgage/hypothec of the Property, registered on as Instrument No. . The Toronto-Dominion Bank ("TD Bank") has received a second-ranking mortgage or hypothec of the Property (the "TD Mortgage"). The TD Mortgage or Hypothec was registered on title to the Property on as Instrument No. . TD Bank's mortgage reference number for the TD Mortgage or Hypothec is . TD Bank hereby gives you notice of the TD Mortgage or Hypothec. The TD Mortgage or Hypothec gives TD Bank the benefit of an interest in the Property. TD Bank's interest in the Property may entitle it to certain rights under your mortgage or hypothec. These rights may include, without limitation, a right to a copy of any notice of default under your mortgage or hypothec, a right to remedy any default under your mortgage or hypothec, a right to redeem your mortgage or hypothec, and a right upon repayment of your mortgage or hypothec to take an assignment or transfer of it. This notice may also prevent you from obtaining priority over the TD Mortgage or Hypothec for any further advance(s) under your mortgage or hypothec, or for any increase, or other amendment that will increase the principal balance owing under your mortgage or hypothec, without the prior consent of TD Bank. TD Bank also gives you notice that the owner has (or owners have) agreed with TD Bank not to do anything that increases the principal balance owing under your mortgage or hypothec. You may lose any priority or be liable to TD Bank if any actions taken by you after receipt of this notice contribute to any breach of TD Bank's agreement with the owner. If you have any questions or comments, you may contact TD Bank at the following address: Yours truly, Name of Barrister & Solicitor:

Deed of Hypothec - Collateral

Deed of Hypothec Collateral

ON THIS BEFORE MTRE notary at , Province of Quebec, Canada. APPEARED: THE TORONTO-DOMINION BANK, a bank duly incorporated in virtue of the Bank Act (S.C. 1991, c. 46), having its Head Office at 55 King Street West, Toronto, Province of Ontario, M5K IA2 and having an office at herein acting and represented by hereunto duly authorized for the purposes hereof in virtue of a certified copy remaining hereto annexed after having been acknowledged as true and signed for identification by the said representative in the presence of the undersigned notary. The Toronto-Dominion Bank declares having a notice of address registered under number and the parties require that such registration be recorded opposite to the hypothec granted under this deed as provided under section 45 of the Regulation respecting Land Registration. (herein referred to as the "Bank") AND:

(hereinafter called the "GRANTOR") WHICH PARTIES HAVE ENTERED INTO THE FOLLOWING AGREEMENT:

511946 (1219)Page 1 of 10


1. HYPOTHEC In connection with all liabilities of

(herein referred to as the "Borrower") towards the Bank, the Grantor hereby hypothecates the Hypothecated Property in favour of the Bank in order to secure the execution of all Obligations, up to the sum of

($ ) , and of an additional sum equivalent to twenty percent (20%) of the aforementioned amount, the whole with interest from the date of the present deed at a rate of twenty-five percent (25%) per year. 2. HYPOTHECATED PROPERTY

The Grantor hypothecates in favour of the Bank the following property (herein referred to as the "Hypothecated Property"):

(a) Immovable

including all equipment and movable property which are or will be permanently physically attached or joined to the immovable as to insure its utility and all appliances, present and future, which may be included in any lease related to the immovable or intended therefore. (hereinafter referred to as the "Immovable")

(b) Rentals and revenues All rentals, annuities and revenues, present and future, emanating from the Immovable as well as any other right of the Grantor in any lease, present and future, which may affect such Immovable.

(c) Insurance All Rights under insurance contracts and insurance proceeds in connection with the Immovable, including any insurance covering losses of revenues or rentals.

3. OBLIGATIONS SECURED BY THE HYPOTHEC

The hypothec secures payment and the performance of all of the obligations of the Grantor and of the Borrower towards the Bank, of whichever nature they may be, direct or indirect, present or future, whether these obligations are incurred as principal debtor or as surety, whether individually, jointly or jointly with others and as such obligations are, from time to time, modified, extended or renewed (herein referred to as the "Obligations").

Any future obligation hereby secured is deemed to be one in respect of which the Grantor has once again obligated itself hereunder. 4. BINDING NATURE OF THE HYPOTHEC

The hypothec will not be impaired, reduced or extinguished in or by reason of any of the following:

(a) the Bank releases, in whole or in part, any other security or suretyship agreement given for the purpose of securing the Obligations;

Page 2 of 10


(b) the Obligations are increased, reduced, interrupted, paid or are subject to terms and conditions that are modified or different from those which presently prevail;

(c) the loss or reduction of any security or suretyship agreement given for the

purpose of securing the Obligations, or the impossibility or abstention to realize any such security or suretyship agreement;

(d) the Bank postpones maturity dates, grants extensions of time, refrain from taking

any security, accepts compromises, grants releases or discharges, waives any claim or recourse whatsoever, or makes any agreement, compromise, arrangement or transaction with regard to the Obligations.

5. INSURANCE The Grantor shall insure and keep insured the Immovable, for the benefit of the Bank, against loss or damage, the whole for its full replacement cost, without depreciation, and on a stated amount basis, by means of a policy or policies each containing a hypothecary clause in form approved by the Bank. At least fifteen (15) days before the expiry or cancellation of any policy of insurance on the Immovable, the Grantor shall deliver to the Bank evidence of renewal or replacement thereof and evidence of the payment of the premium. All policies of insurance on the Immovable (whether or not entered into or maintained in force pursuant to this clause) must provide that the proceeds thereof are payable to the Bank or to prior-ranking hypothecary creditors and the Bank (if applicable) as their respective interests may appear. Any insurance proceeds paid to the Grantor will be received and held by it in a separate account to be applied by it in payment or reduction of the Obligations, whether or not exigible. If the Grantor fails to perform any of his obligations hereunder, the Bank may insure or keep insured the Immovable at its satisfaction and the Grantor shall pay to the Bank all sums expended by it in doing so together with interest thereon as provided in Section I. 6. TAXES The Grantor shall pay, as and when they become due, without subrogations, all assessments, rates and taxes, including municipal, whether special or general, urban community, school and ecclesiastical taxes, and local improvement and water and business taxes and any and all interest thereon and penalties imposed in respect thereto, payable with respect to or constituting a charge on the Hypothecated Property, and shall deliver to the Bank, upon demand, receipts evidencing the payment thereof. 7. POSITIVE COVENANTS The Grantor shall:

(a) pay all fees and expenses, legal and notarial, pertaining to the present deed, including the fees and expenses associated with title searches, the registration of this deed, the notice of address and any notice of renewal. The Grantor shall further acquit the costs of appraisal and of the surveyor who drew up the survey certificate and further pay the costs pertaining to the title or mortgage insurance, if applicable;

(b) maintain the Hypothecated Property in good repair, refrain from destroying,

injuring, taking away or selling any part of the Hypothecated Property, prevent any use thereof which might diminish the value thereof, and from time to time at the request of the Bank give the Bank's officers, employees and agents access thereto for the purpose of inspection. In case of loss or damage to the Hypothecated Property, the Grantor shall repair, restore and reconstruct the Hypothecated Property to a state and condition at least as good as existed prior to said loss or damage;

Page 3 of 10


(c) pay all costs and expenses incurred by the Bank to exercise of all its rights resulting from this deed as well as all costs and expenses incurred to set up the rights of the Bank against third persons (such costs and expenses include all fees and expenses of consultants, advisors, mandataries or legal counsels retained to that effect, as well as administrative fees). The Grantor shall reimburse the Bank for all costs and expenses incurred to that effect together with interest thereon as provided in Section 1;

(d) provide the Bank with any information with respect to the Hypothecated Property

as it may request; (e) inform the Bank of any event, occurrence or fact which may have an adverse

effect on the value of the Hypothecated Property or on the Grantor’s financial situation;

(f) notify the Bank of any loss or damage related to the Hypothecated Property

without delay; (g) perform all acts and execute all deeds and documents (including notices of

renewal) necessary to give full effect to the hypothec and to ensure that it is at all time fully enforceable against third persons;

(h) comply with all applicable laws and regulations, including laws and regulations

relating to the environment; (i) notify the Bank in writing of any change in its place of business or of usual

residence, within thirty (30) days following such change. 8. NEGATIVE COVENANTS The Grantor shall not without the prior written consent of the Bank:

(a) sell, transfer, assign or otherwise dispose of the Hypothecated Property, in whole or in part;

(b) allow the Hypothecated Property or any part thereof from becoming affected by

any hypothec, privilege or other charge ranking in priority to or having preference over the hypothec hereby granted. If the Grantor in good faith contests the validity or amount of any such hypothec, privilege or other charge upon its registration, the Grantor shall then provide the Bank within ten (10) days of its registration with complete and satisfactory security against all loss and damages which the Bank might suffer by reason thereof;

(c) change the use or destination of the Hypothecated Property; (d) if the Grantor is not a natural person, affect any substantial changes to its

corporate structure or composition, nor to merge with any other person. 9. BANK'S RIGHTS TO MAKE PAYMENTS The Bank may:

(a) pay, on the Grantor's behalf, any sum payable under this deed or otherwise that the Grantor has failed to pay when due, without notice to the Grantor;

(b) do such things and make such expenditures as are desirable or necessary to

preserve its security or rights, without notice to the Grantor, if for any reason the Bank's security or rights hereunder are or may be diminished.

Page 4 of 10


The Grantor shall then pay to the Bank on demand all sums so paid by the Bank together with interest thereon from the disbursement at the rate mentioned in Section I, the whole without prejudice to any other recourse of the Bank hereunder or by law. 10. REPRESENTATIONS AND WARRANTIES The Grantor declares and warrants that:

(a) the Grantor is the sole and absolute owner of the Hypothecated Property by good and marketable title, free from defect of any kind, and the Hypothecated Property is free and clear of all encumbrances whatsoever except as herein otherwise provided in Section 18;

(b) the Grantor has the capacity and the powers necessary to grant the hypothec and

to bind itself as herein provided for, and the execution of this deed, compliance with its provisions and performance of its covenants does not entail or result in violation or default of any law or other agreement or document to which the Grantor is bound;

(c) all taxes, rates and assessments, both general and special, school and municipal,

affecting the Hypothecated Property have been paid to date without subrogation; (d) if the Grantor is a natural person and is married, there is no pending agreement

between the consorts nor any action in divorce, separation or annulment of marriage that may impact on the Hypothecated Property;

(e) if the Grantor is a legal person, the Grantor is duly constituted and in good

standing under the law of its jurisdiction, this hypothec has been duly authorized by any necessary action to give it full effect and to render it fully executory and this hypothec has been executed by duly authorized persons.

11. EVENTS OF DEFAULT The Grantor will be in default hereunder upon the occurrence, without notice or other formality, of any of the following events:

(a) the Grantor or the Borrower fails to pay to the Bank or to perform any of the Obligations;

(b) the Grantor or the Borrower fails to pay or to perform any other obligation or

covenant required to be performed or complied with as provided for by this deed or by law;

(c) the Grantor or the Borrower is in default under any contract or agreement with

the Bank; (d) the Grantor is in default under any other deed registered against the

Hypothecated Property; (e) the Grantor or the Borrower makes a proposal or an assignment for the benefit of

its creditors under the Bankruptcy and Insolvency Act or any similar legislation, or if a receiving order or similar order is made against the Grantor or the Borrower or if a receiver is appointed in respect of its property by reason of its insolvency, or if a consolidation order or similar order is issued in respect of amounts owing by the Grantor or the Borrower, or if the Grantor or the Borrower makes a voluntary deposit of wages or salary, or if an order is made or an effective resolution passed for the winding-up of the Grantor or the Borrower;

Page 5 of 10


(f) the Hypothecated Property is subject to any proceeding, prior notice of exercise of an hypothecary right, seizure or judgement, or to the exercise of a hypothecary right by a creditor, sequestrator or any person performing similar functions;

(g) the Hypothecated Property is sold, transferred or otherwise alienated, in whole or

in part; (h) the construction of any buildings on the Immovable remains without any work

being done thereon for a period of ten (10) days or more; (i) the Grantor destroys, injures, carries away or sells the whole or any part of any

building erected on the Immovable; (j) any of the declarations, representations or warranties of the Grantor made in

connection with this deed are or become incorrect. The very occurrence of any event of default constitutes demand of payment of all Obligations. The mere lapse of the time for performing any of the Obligations puts the Grantor in default, no notice or demand being necessary for that purpose. 12. BANK'S RECOURSES Upon the occurrence of any event of default, the Obligations become immediately due and exigible and the Bank may exercise all its personal and hypothecary rights. The following provisions apply, regardless of the hypothecary recourse the Bank chooses to exercise in case of default:

(a) the Bank may, directly or indirectly, acquire the Hypothecated Property; (b) the Bank may waive any right of the Grantor, even without consideration; (c) the Bank has no duty to make any inventory, to obtain any prior assessment or

evaluation of the Hypothecated Property, to take out insurance or to furnish any other security whatsoever;

(d) the Bank has no duty to maintain the Hypothecated Property productive or to

maintain such property operative; (e) if the Grantor avails himself of the right to remedy the default set forth in the

prior notice of exercise of a hypothecary recourse, the Grantor shall, as provided for by law, pay all costs then incurred by the Bank; including all administrative costs incurred by the Bank by reason of the default as well as all legal fees and fees paid to experts;

(f) the Bank may choose to sell the Hypothecated Property with legal warranty given

by the Grantor or with complete or partial exclusion of such warranty; (g) for the exercise of any of its rights, the Bank may use one or several premises in

the Immovable.

If the Bank elects to exercise its right to take the Hypothecated Property in payment and the Grantor requires that the Bank instead sell the Hypothecated Property on which such right is exercised, the Grantor hereby acknowledges that the Bank will not be bound to abandon its action in taking in payment unless, prior to the expiry of the time period allotted for surrender, the Bank: (i) has been granted a security which it considers satisfactory, guarantying that said Hypothecated Property will be sold at a sufficiently high price to enable its claim to be paid in full, (ii) has been reimbursed all fees then incurred by it, and (iii) has been advanced the necessary sums for the sale of the Hypothecated Property; in all cases, the Bank will have the right to choose the type of sale it may carry out.Page 6 of 10


If the Bank elects to take possession of the Hypothecated Property, it shall be at liberty to administrate and manage it and hire a caretaker, if necessary; use all means at its disposal in order to enter into the Immovable with or without a locksmith, contract or renew leases or terminate them, in the name of the Grantor, for the amounts and upon terms and conditions which the Bank will consider appropriate, maintain the property in good condition, carry out repairs and renovations and undertake or complete any work, at the Grantor's expense. If following the exercise by the Bank of its hypothecary rights resulting from the hypothecs, the Bank or a third party becomes the owner of the Hypothecated Property, such property will be acquired, free and clear of any and all rights which the Grantor might have against the Immovable as the principal residence of the family under the law, the registration of a declaration of family residence or the judicial award of a right of use, habitation or ownership. No right hereby conferred upon or reserved to the Bank is exclusive of any other right but each such right is cumulative and is in addition to every other right hereunder and to every other right which may now or hereafter exist by law. The Bank is not obliged to exercise any recourse against the Grantor or a surety or any person whatsoever, nor to realize any other security that it holds, before exercising its rights under this deed. The Bank may impute any amounts collected in the exercise of its rights or received by it prior to or after any event of default as it may choose, without having to comply with legal provisions concerning the imputation of payment. 13. GENERAL PROVISIONS

(a) The present hypothec is granted in addition to and not in substitution for any other security held by the Bank and is not and will not be diminished or novated or otherwise affected by any other security or any evidence of indebtedness which the Bank may have or obtain from any person or persons in relation to the Obligations, nor shall any such other security or evidence of indebtedness be diminished or novated or otherwise affected hereby.

(b) The present hypothec is a continuing security which will remain in full force and

effect despite the repayment for time to time of the whole or of any part of the Obligations. It will remain in full force until the execution of a final release by the Bank in a form that is satisfactory to the Bank. If the Bank agrees to execute a final release, then such release will be prepared and registered by the Grantor and all fees and expenses associated herewith must be paid by the Grantor.

(c) No promise, representation, condition, clause, waiver, modification, renunciation

and, more generally, no agreement which may limit the scope of this deed will be binding upon the Bank nor will it creates any rights in favour of the Grantor unless expressly set forth herein or stated in a document signed by an authorized officer of the Bank.

(d) The Bank hereby consents to any future cadastral amendment made for the sole

purpose of renumbering the plan of any lot being part of the Immovable, the Bank reserving against any renumbered lot, with the consent of the Grantor, its full rights under this hypothec.

(e) Every obligation provided for hereunder or secured by the hypothec is indivisible

and the performance thereof in its entirety may be claimed from each of the heirs, legatees, legal representatives, successors, assigns or partners of the Grantor.

(f) If there be more than one Grantor hereunder, all of their obligations are solidary. (g) The Grantor renounces to the benefit of discussion or of division which may

exist in his favour.Page 7 of 10


(h) The Bank will not be liable for any damages that the Grantor or any other party may claim to have suffered following the exercise by the Bank of a right or prerogative or following an abstention on its part, except in the case of intentional or gross fault.

(i) The Bank may deposit any monies or instruments received or held by it pursuant

to this agreement in a non interest bearing account or invest them, without having to comply with any legal provisions concerning the investment of the property of others, in any certificate of deposit issued by an institution chosen by the Bank, or issued by the Bank itself, for any term which it may choose.

(j) The Bank may delegate to any person or persons the exercise of its rights, actions

or the performance of any covenant resulting from this agreement or law; in such case the Bank is authorized to supply such person with any information it holds relating to the Grantor or the Hypothecated Property.

(k) The Bank is hereby designated as the irrevocable mandatary of the Grantor with

full powers of substitution for the purpose of carrying out any and all acts and executing any and all deeds, proxies or other documents which it may deem useful in order to exercise its rights.

(l) The rights hereby conferred upon the Bank will benefit all its successors,

including any entity resulting from the merger of the Bank with any other person or persons.

(m) No act or omission of the Bank will be construed as constituting or implying a

waiver by it of any default on the part of the Grantor or a surrender of any right resulting from such default.

(n) All rights in the Immovable as principal residence of a family by virtue of the

law, the registration of a declaration of family residence or otherwise are and will be at all times subordinated to the rights of the Bank created by the present hypothec.

(o) Any notice to or demand upon the Grantor will be given or made at his ordinary

place of business or usual residence, or at the address of such new place of business or usual residence of which the Grantor will have subsequently notified the Bank in writing. However, if the Bank is unable to locate the Grantor, then any such notice or demand may be served upon the Grantor at the office of the Superior Court for the judicial district where the Immovable is located, at which office the Grantor elects domicile for the purpose of this deed.

(p) The title deeds, certificates of search, certificates of location, insurance policies

and other documents relating to the Hypothecated Property will remain in the hands of the Bank until the release of this hypothec.

(q) Wherever the context requires it, the singular number will be interpreted as plural

and the masculine gender as feminine or neuter, as the case may be.

14. SPECIAL CONDTIONS WITH RESPECT TO CONDOMINIUMS The following will apply if the Immovable is part of an immovable property held in divided co-ownership;

(a) the Grantor binds and obliges himself to fulfill and observe all the requirements of law relating to co-ownership of immovable properties and comply with all of the terms and conditions of the declaration of co-ownership and amendments thereto together with all rules and regulations relating thereto as well as all orders and resolutions passed at meetings of co-owners;

Page 8 of 10


(b) the Grantor further binds and obliges himself to pay promptly when due his share of all taxes and contributions to common expenses and administrative charges in amounts determined by the board of directors of the syndicate of co-owners;

(c) the Grantor transfers and assigns to the Bank all voting rights granted to him or to

be granted to him under the terms of the declaration of co-ownership and any amendments thereto and transfers and assigns to the Bank all his rights in and to all amounts in the contingency fund. The Bank has no obligation to exercise such voting rights and will not be responsible for any exercise of, or failure to exercise, such rights;

(d) the Grantor binds and obliges himself to obtain a certificate of insurance issued

under the master insurance policy placed by the syndicate in accordance with the terms of the declaration of co-ownership and showing the Bank as hypothecary or mortgage creditor;

(e) the Grantor agrees to be bound by the provisions of the declaration of co-

ownership with respect to insurance coverage and also agrees that the Bank may exercise its voting rights with respect to rebuilding or reconstructing the co-ownership without any prejudice to its rights to receive proceeds of any insurance coverage;

(f) the Grantor acknowledges that any default by the Grantor with respect to the

terms or any provisions of the declaration of co-ownership or any amendment thereto or of the rules, regulations and by-laws relating thereto shall constitute a default under the terms and provisions of this deed of hypothec.

15. DECLARATION OF MATRIMONIAL STATUS (IF APPLICABLE) 16. INTERVENTIONS (IF APPLICABLE) AND HERETO INTERVENED Spouse of the Grantor, hereinafter called the "Intervenant", who:

(a) confirms to have read this deed and to have received from the undersigned notary sufficient explanation of the nature and extent of its terms and conditions;

(b) Concurs with the Grantor for the purposes hereof; (c) Consents to the Grantor charging the Immovable; (d) Acknowledges that following the exercise of the hypothecary recourses resulting

from the hypothec, the Bank or a third party will become owner of the Hypothecated Property, which will be acquired free and clear from any and all rights which the Grantor or the Intervenant may have against the Immovable as principal family residence under applicable law, under the registration of a declaration of principal family residence or of a judicial award of right of use, habitation or ownership;

(e) agrees that, if the Immovable becomes affected or charged by a judgment

awarding to the Intervenant a right of use, habitation or ownership, such judgment will not prejudice the rights and recourses of the Bank hereunder and, in

Page 9 of 10


such case, the Intervenant will be obliged solidarily with the Grantor to the payment and performance of the Obligations, the Intervenant renouncing the benefits of discussion and division, and the Intervenant further agrees that any default of the Grantor will automatically constitute a default by the Intervenant.

17. ENGLISH LANGUAGE The parties hereto confirm that the present agreement has been drawn up in the English language at their request. Les parties aux présentes confirment que la présente convention fût rédigée en anglais à leur demande. 18. SPECIAL CONSIDERATIONS AND REPRESENTATIONS WHEROF ACT at , under the number . AND AFTER DUE READING HEREOF, the parties signed in the Presence of the said notary. THE TORONTO-DOMINION BANK per: __________________________________________ _______________________________________________ _______________________________________________ ________________________________________,notary

Page 10 of 10

1 of 5

Appendix B Solicitor's/Notary's Final Report on Title

533964 (1219)

To: THE TORONTO-DOMINION BANK (the "Bank")

Banking Services Mortgage Reference Number: __________________________ Branch: _______________________

Pursuant to the Bank's Instructions, we have registered a Collateral Mortgage/Immovable Hypothec of Land ("Collateral Mortgage/Immovable Hypothec") on the Property in the applicable form in the appropriate Land Registry/Titles Office and make our final report as follows: Mortgagor(s): ________________________________________________________________ Guarantor(s): ________________________________________________________________ Brief Legal Description of Property ("Property"): ________________________________________________________________ Municipal Address of Property: ________________________________________________________________ Municipality (City or Town): ________________________________________________________________ Property Tax Roll Number: ________________________________________________________________ Registration Particulars: Instrument No: ________________________________ Date: __________________ Book/Folio/Roll: ________________________________ Page/Liber/Frame: ________________________ (if applicable) (if applicable) Registry/Titles Office: ________________________________ Title: In respect of the Collateral Mortgage/Immovable Hypothec, select one of the following by placing an "X" beside the option(s) chosen: Note that where the only security being granted is a Collateral Mortgage/Immovable Hypothec, you may choose:

(i) Title Insurance and complete Appendix "B-2"; or (ii) a Solicitor's Opinion in the form of Appendix "B-1" (or if the property is residential property the Solicitor's Opinion in the

form of Appendix "D"); or (iii) Notary's Opinion Collateral Hypothec only (applicable only in Quebec)

Unless otherwise directed by the Bank in the Solicitor Engagement Letter, where security in addition to a Collateral Mortgage/ Immovable Hypothec is being granted and you opt to provide Title Insurance in respect of the Collateral Mortgage/Immovable Hypothec, you will be required to deliver the Title Insurance Information in the form of Appendix "B-2" and also a Solicitor's Letter of Opinion in the form of Appendix "B-1" with such Solicitor's Letter of Opinion covering the additional security. Unless otherwise directed by the Bank in the Solicitor Engagement Letter, where security in addition to a Collateral Mortgage/ Immovable Hypothec is being granted and you opt not to provide Title Insurance in respect of the Collateral Mortgage, you will be required to deliver a Solicitor's Letter of Opinion in the form of Appendix "B-1" with such Solicitor's Letter of Opinion covering all of the security. __ Solicitor's Opinion (Appendix "B-1" or Appendix "D", whichever is applicable); __ Solicitor's Opinion under Western Law Societies Conveyancing Protocol (Appendix "B-1"); __ Title Insurance Information (Appendix "B-2") We confirm that all Instructions by the Bank have been complied with and no alterations have been made to this Final Report on Title. A copy of the Collateral Mortgage/Immovable Hypothec (including, if applicable, Standard Charge/Mortgage Terms/Optional and applicable Statutory Covenants and all schedules to it) has been delivered to each Mortgagor.

2 of 5

Advances: We certify that all funds, if any, forwarded to us have been disbursed in accordance with the directions of the Bank, and that these total $<>. Real Estate Taxes: There are no realty tax bills issued and unpaid on the Property as at _____________________. We have provided you with confirmed information regarding Property Tax Rolls. Independent Legal Advice: Any certificate of independent legal advice which it would be prudent to obtain with respect to the execution of the Loan Documents by any party thereto and/or which is required in our Solicitor's Engagement Letter has been obtained. Fire Insurance: Company: ______________________________________________________ Policy No.: ________________________ Amount: $__________________ Expiry Date: _______________________ *The Fire Insurance Company has been notified of any change of ownership. We certify that the above fire insurance policy acquired for the Property is for at least the amount of the Collateral Mortgage/Immovable Hypothec or the replacement value of the buildings, whichever is less, with The Toronto-Dominion Bank shown as ________________ loss payee and with the Standard Mortgage Clause attached to the Policy. It is our opinion that, if a condominium, the certificate of insurance for the Property is satisfactory and discloses no risks to the Bank that have not otherwise been accepted in writing by the Bank. Well Water: If the Property is on a well, we confirm:

(a) <that a water potability certificate, dated within 60 days of closing, has been obtained and reviewed and confirms that the water meets government standards and is suitable for human consumption, and> [NTD: may only be removed if Collateral Mortgage/Immovable Hypothec is being given in respect of agricultural business]

(b) if a new construction, that a well driller's certificate has been obtained and reviewed and confirms that there occurs a

minimum flow of 20 litres per minute over a 1 hour period. Septic Certificate (new construction only): If the Property is not on a municipal septic system: We confirm that confirmation has been received from the province or municipality certifying that the soil and water pollution, septic system design and installation are acceptable. Leased Land (if applicable): All payments required to be made under the Lease are current and there is currently no default with any provision of the Lease. The Lease allows for the transfer or assignment of the Lease from the Lessee to the Bank and where applicable a notice of the Collateral Mortgage/Immovable Hypothec has been given to the Landlord and all consents and acknowledgments from the Landlord have been obtained including, without limitation, the Landlord's agreement to (i) promptly notify the Bank of any default under the Lease and, (ii) allow the Bank in its discretion to remedy any such default(s). Landlord Details: Name: ________________________________________________________ Address: ____________________________________________________________________________________________________ Lease Details: Term: ______________________________ Clauses that may impact the Bank as Mortgagee/Chargee: _____________________________________________________________ ___________________________________________________________________________________________________________ Notice of the Collateral Mortgage/Immovable Hypothec has been provided to the Landlord: q Yes q No

Corporate/Trust Mortgagors: [NTD: delete if Solicitor Letter of Opinion also being delivered] The Mortgagor is duly incorporated/constituted and organized under the laws of < insert> and is duly qualified to own real estate in the jurisdiction where the Property is located. The Mortgagor has the necessary powers to borrow the monies secured by the Collateral Mortgage/Immovable Hypothec and to grant the Collateral Mortgage/Immovable Hypothec. The Collateral Mortgage/Immovable Hypothec represents a valid and binding obligation of the Mortgagor, enforceable in accordance with its terms. [NTD: Similar opinion for a corporate/trust Guarantor should be provided where applicable] Power of Attorney: (if applicable) We hereby certify the following:

(i) we have been authorized in writing by the Bank to allow the use of the Power of Attorney; (ii) the identity and signature of the attorney have been confirmed in accordance with Appendix "A" of the Instructions; (iii) the Power of Attorney is valid and enforceable in the jurisdiction where the Collateral Mortgage/Immovable Hypothec

registration occurred; (iv) the Collateral Mortgage/Immovable Hypothec and the Loan Documents (where applicable) are duly authorized under the

Power of Attorney and the Collateral Mortgage/Immovable Hypothec and the Loan Documents (where applicable) have been properly executed under the Power of Attorney; and

(v) there are no restrictions in the Power of Attorney that impact or may impact the Bank's Collateral Mortgage/Immovable Hypothec.

Please find enclosed:

(a) Duly executed copy of the Loan Agreement (if applicable); (b) Duplicate/certified registered copy of the Collateral Mortgage/Immovable Hypothec (if electronically registered, a completed

Acknowledgement and Direction (in British Columbia, an originally signed Form B Mortgage and the first page of the electronically registered Form B Mortgage, and in Saskatchewan, a Verification Statement);

(c) Executed corporate resolution of the board of directors of the [Borrower/Mortgagor/grantor of security] authorizing, among other things, the execution, delivery and performance of the Collateral Mortgage/Immovable Hypothec and the other applicable security documents;

(d) Title Insurance Policy (if applicable); (e) Guarantee on Title (where applicable):

(i) British Columbia - State of Title Certificate (ii) Alberta - Certified Copy of Title (iii) New Brunswick - Certificate of Registered Ownership (iv) Nova Scotia - Statement of Registered and Recorded Interest (v) Manitoba - Status of Title (vi) Saskatchewan - Certified Copy of Title

(f) Surveyor's Certificate/Real Property Report/Certificate of Location/Building Location Certificate (if applicable); (g) Tax Certificate; (h) Well Certificate (if applicable); (i) If new home construction,

(i) a New Home Warranty Certificate (all provinces except Manitoba or Alberta) (ii) for Manitoba: a New Home Warranty Certificate and a Possession Certificate (iii) for Alberta: a Certificate of Possession (iv) Well Driller's Certificate (all provinces, if applicable) (v) Septic Certificate (all provinces, if applicable)

(j) General Assignment of Rents and Leases (if applicable); (k) Articles and by-laws of the Mortgagor/Borrower/ grantor of security (as applicable); (l) Certificate of status/ compliance certificate dated * in respect of the Borrower/Mortgagor/grantor of security (as applicable); (m) Certificate of the * [identify officer(s) by title] of the Borrower/Mortgagor/grantor of security (as applicable) with respect to

certain factual matters, upon which we have relied in respect of our opinion on < insert> (if applicable); (n) Fire Insurance Certificate issued by <name of the insurer>; (o) Acknowledgement from the Mortgagor(s) that the Mortgagor(s) has received a copy of the Collateral Mortgage/Immovable

Hypothec along with a copy of the Standard Charge Terms Filing No. 4885352/1 (Manitoba), Filing No. 8520 (Ontario only) or Optional Covenants (New Brunswick only).

(p) Executed Certificate of Independent Legal Advice from ____________in respect of < identify guarantee/security> [in the amount of $amount (if Limited Guarantee)] (if applicable).

(q) Executed General Security Agreement from <name of grantor> representing <1st > position (if applicable). (r) Executed [Unlimited/Limited] Guarantee of Advances from <name of person / entity giving guarantee> [limited to the amount

of <$amount (if Limited Guarantee only~)]> (if electronically registered, a signed guarantee of the Collateral Mortgage/Immovable Hypothec Guarantor (not applicable in either British Columbia or Saskatchewan) (if applicable);

(s) Copy of the written notice to all prior-ranking mortgagees (if applicable) with respect to not advancing additional funds, with post office receipt confirming its delivery via registered mail;

(t) Consent of Landlord (if applicable); and (u) Confirmation of registrations of Collateral Mortgage/Immovable Hypothec and other security (if applicable).

3 of 5

Identification Verification: We verified the identity of each Mortgagor, grantor of security, attorney, and signing officer(s) of corporate Borrower/Mortgagor(s) and grantor of security in accordance with the Bank's Instructions. (1) Individuals. Particulars of identification produced by each Mortgagor or grantor of security and, where applicable, Attorney and

signing officer:

4 of 5

Mortgagor/grantor/Attorney/Signing Officer Full Name: ______________________________________________________ Date of Birth: ___________________ Identification Viewed as per Appendix "A" - Identification Guidelines Type: ______________________________________________ Number: _________________________________________ Place of Issue: _______________________________________ Country of Issue: __________________________________ Expiry Date (if applicable): ____________________________ Date viewed: ______________________________________ Occupation: ____________________________________________________________



(2) Corporations and other entities. The corporation or entity's registration number, the type of record referred to and, where applicable, the source of the electronic record:

5 of 5

Name of Corporation of other entity: ______________________________________________________________ Type of entity (e.g., corporation, partnership, other entity): ________________________________________________________ Registration Number: ______________________________ Type of Record Referred to: __________________________________________________ Source of the electronic version of the record (must be a source which is accessible to the public) (if applicable): ___________________________________________________

Solicitor: ________________________________________________________ Name: _______________________________________________________ Date: ___________________ Address: ___________________________________________________________________________________________________ ___________________________________________________________________________________________________________ ___________________________________________________________________________________________________________

Name of Corporation of other entity: ______________________________________________________________ Type of entity (e.g., corporation, partnership, other entity): ________________________________________________________ Registration Number: ______________________________ Type of Record Referred to: __________________________________________________ Source of the electronic version of the record (must be a source which is accessible to the public) (if applicable): ___________________________________________________

Title Insurance Information: Insurance issued by: ________________________________________ (the "Title Insurer") As of the Date of the Policy below, the Collateral Mortgage/Immovable Hypothec was insured. The Collateral Mortgage/Immovable Hypothec was registered on the Date of Registration shown below. The Title Insurer confirms that a policy has been issued in accordance with the Bank's instructions, and the policy, Certificate of Insurance or Extension Certificate, as applicable, is attached to this Final Report with the following particulars, and such particulars shall be deemed to be Schedule "A" to the policy and any additional Schedule "B" exceptions to coverage. Certificate Number: __________________________ Amount of Insurance: $__________________________ Priority: _________________________ Date of Policy: _________________________ Date of Registration: __________________________ Name of Insured: ____________________________________________________________________ The estate or interest in the Property which is covered in this Policy is: q Fee Simple q Leasehold q Other: ____________________________________________________________________________ Title to the estate or interest in the Property is held by: _______________________________________________________________ The Property referred to in this policy is as set out above. Schedule "B" exceptions: ____________________________________________________________________________________

____________________________________________________________________________________ ____________________________________________________________________________________

Appendix B-2 Title Insurance

533968 (1219)

Appendix B-1

Notary's Opinion/Collateral Hypothec only

Notary's Opinion

801498 (1219)

1. Scope of Opinion 1.1 We have been retained to act on behalf of The Toronto-Dominion Bank (the "Bank") and <insert name(s) of the Mortgagor> (the

"Mortgagor", collectively the "Mortgagor" if applicable) in connection with a collateral hypothec to be granted by the Mortgagor in favor of the Bank (the "Hypothec").

Examination of Documents 1.2 We have participated in the preparation and the execution of the Hypothec in the principal amount of $< insert amount > over the

property municipally known as <insert address> (the "Property") and registered on <insert date> as instrument no.<insert instrument no.>

1.3 We have also made such investigations and examined originals or copies, certified or otherwise identified to our satisfaction, of such certificates of public officials and of such other certificates, documents and records as we considered necessary or relevant for purposes of the opinions expressed below, including:

<NTD: Solicitor should list documents reviewed for purposes of the opinion with respect to the Mortgagor - listed below are examples>

(e) < insert particulars of any applicable shareholders agreement or unanimous shareholders declaration>

(d) a certificate of the *[identify officer(s) by title] of <insert applicable entity/entities> with respect to certain factual matters, [a copy/ copies] of which [has/have] been delivered to the Bank;

(c) a certificate of [status/compliance] dated <insert date> issued in respect of [each of] <insert applicable entity/ entities> pursuant to [insert relevant incorporation statute(s)], a copy of which has been delivered to the Bank [NTD - or in the case of an entity other than a corporation, a copy of the partnership agreement, declaration of trust, articles of association or other similar record that ascertains the existence of such entity, a copy of which has been delivered to the Bank];

(b) a resolution of the board of directors of <insert applicable entity/ entities> authorizing, among other things, the execution, delivery and performance of the obligations set for in the Mortgage;

(a) the articles and by-laws of <insert applicable entity/ entities>;

Searches and Registrations 1.4 We have conducted, or have caused to be conducted, those searches which we consider to be necessary or desirable, for filings,

registrations or recordings (collectively, the "Searches") made against the Mortgagor.

The Searches disclosed no bankruptcy filing in respect of the Mortgagor. The only material registrations, filings or recordings against the Mortgagor disclosed by the Searches, if any, are set out in the attached Schedule "A". We have also noted in Schedule "A", in cases where we have identified competing secured creditors, those registrations for which we have obtained a subordination or a confirmation of release.

Laws Addressed 1.5 This opinion is limited to the laws of the Province of Québec and the applicable federal laws of Canada.

Without limiting the generality of the immediately preceding sentence, we express no opinion with respect to the laws of any other jurisdiction to the extent that those laws may govern the Mortgagor.

Page 1 of 4

2. Opinion [NTD - if the Mortgagor as applicable, is not a corporation, include each of the Opinions below with the necessary contextual changes]

Based upon and subject to the foregoing, and to the qualifications expressed below, we are of the opinion that: Capacity Opinions If the Mortgagor is a natural person: 2.1 The Mortgagor has the capacity to carry on his/her business as presently conducted, to own his/her properties and assets, including the

Property, and to execute, deliver and perform the obligations under the Mortgage.

2.2 If the Mortgage was signed under a power of attorney: (a) we have obtained from the Bank the written confirmation that the Mortgagor was authorized to execute the Mortgage under a

power of attorney;(b) the identity and signature of the attorney have been confirmed in accordance with the instructions pertaining to the identity

verification applicable to the Mortgagor;

(d) the execution of the Mortgage by the attorney is duly authorized under the power of attorney and the Mortgage has been properly executed by the attorney.

(c) the power of attorney is valid and enforceable in the jurisdiction where the Mortgagor is domiciled and where the Mortgage was executed; and

If the Mortgagor is a legal entity: 2.1 The Mortgagor is a <insert nature of the legal entity>, created and existing under the <insert relevant incorporation statute> and

registered in the provincial jurisdiction(s) in which it operates.

2.3 The Mortgagor has taken all necessary corporate action to authorize the execution, delivery and performance by it of the Mortgage.

2.2 The Mortgagor has the corporate power and capacity to carry on [its] business [as presently conducted], to own [its] properties and assets, including the Property, and to execute, deliver and perform its obligations under the Mortgage.

Non-contravention and No Breach Opinion 2.4 The execution, delivery and performance of the Mortgage by the Mortgagor does not:

(a) breach or result in a default under the articles or by-laws of the Mortgagor, or any law, statute, rule or regulation to which the Mortgagor is subject or any other agreements of which we are aware;

(b) result in the creation of any security interest, lien or encumbrance on any of the Mortgagor's property other than the security interests in favour of the Bank created by the Mortgage.

Regulatory Approval Opinion 2.5 No authorization, consent, permit or approval of, or other action by, or filing with or notice to, any governmental agency or authority,

regulatory body, court, tribunal or other similar entity having jurisdiction is required in connection with the execution and delivery of the Mortgage by the Mortgagor.

Title Opinions 2.6 The Mortgagor has good and marketable title in the Property free and clear of all encumbrances whatsoever, except for the Collateral

Mortgage in favour of the Bank, in <first> position and the encumbrances etc., listed on Schedule "A" attached hereto which do not affect the priority of the Mortgage or the marketability of the Property;

2.7 The Bank has a good and valid <first> Mortgage on the Property for the full amount specified herein; Survey [NTD: Insert applicable paragraph from options below]

2.8 (i) The Certificate of Location shows that the Property complies with all municipal, provincial and other government requirements, and that all zoning and other restrictions have been complied with and that all buildings on the Property are within the boundaries of the Property; or

Page 2 of 4

(ii) A new Certificate of Location was not provided but we have been provided with a Certificate of Location prepared in the last twenty (20) years and we have obtained a written declaration from the Mortgagor indicating that no changes have been made to the Property and there have been no disputes regarding the Property since this Certificate of Location was prepared; or

(iii) the Survey requirement has been waived by the Bank.

Condominium Opinion (if the Property is a condominium) 2.9 The Declaration of co-ownership is satisfactory and discloses no risks to the Bank that have not otherwise been accepted in writing by

the Bank.

Security Interest Opinion 2.12 The Mortgage creates a valid security interest in favour of the Bank in the Property and in the proceeds of insurance associated with

the Property. We have taken the necessary steps towards any insurer of the Property to make the Mortgage enforceable against any such insurer.

3. Qualifications The opinions expressed herein are subject to the following qualifications: (1) Enforcement of the Mortgage may be limited by the insolvency provisions of the Bankruptcy and Insolvency Act and by laws of

general application affecting creditor's rights as the same would be applied to the Mortgagor.

(2) The availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which proceedings therefore may be brought to enforce the Mortgage.

Registration Opinion

2.11 All necessary filings, records, registrations of, or, in respect of the Mortgage, have been effected in all jurisdictions and under all registries where we consider it to be necessary or desirable to preserve, protect or perfect the security interests granted to the Bank under the Mortgage.

Enforceability Opinion 2.10 The Mortgage constitutes legal, valid and binding obligations of the Mortgagor, enforceable against the Mortgagor in accordance with

its terms.

4. Reliance This opinion may be relied upon by the Bank, its successor and permitted assigns, and its legal counsel for the purposes of the transaction contemplated by this opinion. It may not be relied upon by any other person or for any other purpose, nor may it be quoted in whole or in part or otherwise referred to, without our prior written consent. [insert name of Notary] _____________________________________________________________________________ (signature)

Page 3 of 4

SCHEDULE "A"

SEARCH RESULTS

● < List all registrations that you deem necessary to bring to the attention of the Bank in the course of your mandate. If your searches reveal no relevant liens/registrations insert: "NIL" >

Page 4 of 4