CONTRACT OF LOAN AND HYPOTHECS - Home Trust

[ADJUSTABLE RATE - CLASSIC AND ACCELERATOR]

CONTRACT OF LOAN AND HYPOTHECS

ON THIS ___________________________________ (____) DAY OF TWO THOUSAND (20 ).

BEFORE, the undersigned notary practicing in the province of Quebec at the City of Montreal.

APPEARED:

COMPAGNIE HOME TRUST / HOME TRUST COMPANY, a corporation

constituted under the laws of Canada, having its registered office at 145 King

Street West, Suite 2300, Toronto, Ontario, M5H 1J8, represented by

, its

, duly

authorized in virtue of a resolution of the board of directors of the said

corporation duly adopted on the

day of

Two Thousand

, a duly certified copy of which remains annexed after

having been acknowledged as true and signed for identification by said

representative with and in the presence of the undersigned Notary and having a

notice of address registered in the Land Register under number

and in the Register of Personal and Movable Real

Rights under number

;

the "Lender",

of the first part

AND:

[BORROWER];

of the second part WHICH PARTIES AGREE AS FOLLOWS: LOAN

the "Borrower",

1. The Lender agrees to lend to the Borrower a sum

of

dollars ($)

(the "Principal Amount") for a term of(

) years (the "Term")

beginning on

(the "Interest

Adjustment Date") and ending on

(the "Balance Due Date").

2. The Loan bears interest at the rate of Prime Rate plus percent per year (the "Interest Rate"). Interest accrues from the date of each advance, until the entire repayment of the Loan. Interest unpaid when due bears interest at the same rate.

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2A. Adjustable Rate. Where the interest rate on the loan refers to the Prime Rate, you have an adjustable loan. The Interest Rate payable by you is the Prime Rate plus the number of percentage points referred to in section 2 above.

The Interest Rate will be adjusted on the first day of each month that there has been a change in the Prime Rate in the preceding month. The Interest Rate will be adjusted to be the same as the Prime Rate then in effect plus the number of percentage points referred to in section 2 above. The change will occur without you being notified.

The Prime Rate is the prime rate that Royal Bank of Canada publicly announces from time to time as its reference rate to determine interest rates it will charge for commercial Canadian dollar loans to its customers in Canada and which it refers to as its "prime rate of interest".

Interest on the Loan is calculated daily not in advance using the following interest formula (which is the same as calculated yearly):

Interest is calculated by multiplying the outstanding principal amount by the interest rate then in effect, dividing the result by 365 and then multiplying the number of days in the payment period. Interest is calculated in this way whether or not it is a leap year. Interest so calculated is payable on each regular payment date.

MATTERS RELATING TO PAYMENT

3. Promise to Pay. The Borrower covenants to pay to the Lender the Principal Amount, interest and all fees and costs as follows:

(a) interest on the Principal Amount at the Interest Rate from the date of each advance until the Interest Adjustment Date will be due and paid in advance on the date of each advance;

(b) from and after the Interest Adjustment Date, the Principal

Amount and interest on the Principal Amount at the Interest

Rate computed from the Interest Adjustment Date will

become due and be paid in instalments each in the amount

of $

(subject to change as set out in Section 3A

below) on the same day of each and every month as the day

of

(the "First Payment Date"), the first of

such payments to be paid on the First Payment Date and the

last on the Balance Due Date (the "Regular Payment

Amount);

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(c) costs, fees and other liabilities that are not Principal Amount or interest on Principal Amount will be payable on demand with interest thereon at the Interest Rate; and

(d) the balance of the Principal Amount then remaining and all other amounts secured by this Contract together with interest thereon at the Interest Rate will be paid on the Balance Due Date.

3A. Regular Payment Amount.

(a) The amount of each Regular Payment Amount, which includes principal and interest, is based on the Interest Rate.

(b) Your Regular Payment Amount will change with each adjustment in the Interest Rate to an amount sufficient to pay all interest that will accrue up to the next payment date, plus the amount of principal which we determine is required to maintain the amortization of the mortgage loan, as adjusted for any prepayments you have made.

3B. Information Regarding Interest Rate and Payment Amount. Within a reasonable time after a change in the Interest Rate or in the Regular Payment Amount, we may mail to you at your last known mailing address according to our records, a notice of the changed Interest Rate, its effective date and any change to the payment amount. The Interest Rate and the Regular Payment Amount will vary immediately even if we fail to send you this notice or you fail to receive it.

You can always find the Prime Rate then in effect and the current Interest Rate on the loan by contacting us. If there is a need to prove the Interest Rate applicable to the Loan at any time, you agree that any certificate in writing we issue setting out the Prime Rate and the Interest Rate then in effect will be considered as conclusive evidence of the rate in effect at that time.

4. Obligation to Pay Without Set-off or Delay. The Borrower agrees to pay all amounts payable pursuant to this Contract without abatement, set-off or counterclaim. Any claim the Borrower may make against the Lender either initially or by way of abatement, set-off or counterclaim, will not diminish or delay the Borrower's obligations to make the payments as provided in this Contract and will not delay the exercise of any remedy nor be a defence to any claim by the Lender against the Borrower under this Contract. And without limiting the generality of the foregoing, the Borrower agrees the foregoing applies with respect to any claim or issue of any kind regarding life or other insurance purchased with respect to the Contract.

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5. Preauthorized Payments. Unless the Lender otherwise agrees, the Borrower will establish and make all regular payments as they become due pursuant to a preauthorized payment method acceptable to the Lender.

6. Time and Place for Payment. All payments under this Contract must be made to the Lender at such place as the Lender designate to the Borrower from time to time. Any payment received by the Lender after 2:00 p.m. or on a day the Lender is closed for business will be deemed for the purpose of calculation and payment of interest, to have been made and received on the next day the Lender is open for business.

7. Application of Payments. All payments when received will be applied first in payment of interest calculated at the Interest Rate, and second in payment of the principal except that if the Borrower is in default, the Lender may apply any payments received during the period the Borrower is in default on such part of the liabilities secured by this Contract as the Lender may choose.

8. Interest After Default. If the Borrower is in default in payment of any amount including interest, interest will be payable on the interest and other arrears at the Interest Rate, or if renewed at the interest rate in the last renewal of the Contract, compounded monthly.

9. Prepayment Privilege and Conversion. The Contract, and if renewed at an adjustable interest rate each renewal term, is closed to prepayment except as follows:

(a) Partial Prepayment. You may pay more than your regular payments on the adjustable rate as follows:

(i) you may, once in each year of the term, at any time, increase your Regular Payment Amount by up to 20% of the Regular Payment Amount set out in section 3(b) hereof. Your request to increase the payment amount must be received 5 days before the regularly scheduled payment date you want the increase to be in effect; and

(ii) you may pay without a prepayment charge an amount not greater than 20% of the original Principal Amount. Each payment must be at least $500. You may not prepay more than 20% even though you may have prepaid less than 20% of the principal payment amount during a previous year.

(b) Prepayment in Full . You may prepay the Loan in full before the Balance Due Date only as follows:

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(i) upon the closing of a bona fides arms length sale of the Property and payment of a prepayment charge of three months interest calculated on the loan amount being prepaid at the rate posted by Royal Bank of Canada as its rate for a closed mortgage for a one year term at the discharge statement preparation date; and

(ii) if the term of the mortgage is more than three (3) years, at anytime after the third year of the term with payment of a prepayment charge of three months interest calculated on the loan amount being prepaid at the rate posted by Royal Bank of Canada as its rate for a closed mortgage for a one year term at the discharge statement preparation date.

Any unused partial prepayment privilege or any partial prepayment without a prepayment charge made within thirty days of the date for prepayment in full will not reduce the prepayment charge.

To prepay in full the Borrower must ask the Lender for a statement of the required payment amount on the date the Borrower wants to make the prepayment. That date cannot be more than 15 days after the date the statement is requested. The date you choose is called the prepayment or payout date and the date you ask us to prepare the statement is called the statement preparation date. The amount of the prepayment charge set out in the statement will not vary with any change in the Prime Rate or in the Royal Bank of Canada posted rate for one year closed mortgages during the 15 day statement period. All payments on the Loan must be made as they become due during the statement period. The statement cannot be used for payment more than 15 days after the statement preparation date.

(c) Conversion. The Borrower has the option by written request to the Lender at any time to convert the interest rate from the adjustable rate to a fixed rate for a three or five year term, provided that the term chosen plus the already elapsed portion of the term of the Loan is equal to or greater than five years. The fixed interest rate will be the Lender's posted rate for mortgages for the term chosen on the date the written request for conversion is received and approved. If the Interest Rate on the Loan is the Lender's Accelerator Mortgage rate, then the rate posted for

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