- 1 - PAYMENT PROVISIONS THIS CHARGE is given as continuing security for payment to the Chargee of all debts and liabilities present or future, direct or indirect, absolute or contingent, matured or not, at any time owing by the Chargors to the Chargee, whether arising from any dealings between the Chargors and the Chargee or from any other dealings or proceedings by which the Chargee may be or become in any manner whatsoever the creditor of the Chargors and wherever incurred, whether incurred by the Chargors jointly or severally, along or with another or others, and whether as principal or surety, by the Chargor's liability hereunder is limited to the sum of THOUSAND DOLLARS with interest at the rate hereinafter set out. PROVIDED that if the debts and liabilities described in the immediately aforesaid paragraph exceed the maximum principal amount or rate of interest stated herein, the Chargee may decide what part of them is secured by this charge. PROVIDED FURTHER that this charge shall be a demand loan and shall become due and payable on a demand being made by the Chargee to the Chargors. PROVIDED FURTHER that the Chargors covenant to pay the sum of DOLLARS on account of principal and interest outstanding from time to time at the interest rate hereinafter set out, which shall become due and payable on the first day of each and every month in each and every year from and including the first day of , 20 PROVIDED FURTHER that this charge to be void upon payment on demand of the ultimate balance of all the aforementioned debts and liabilities and all promissory notes, bills of exchange and any other instruments whatsoever from time to time representing the said debts and liabilities or any part thereof, not exceeding the principal sum of DOLLARS, together with interest thereof at the rate of 24.00 per cent per annum as well after as before maturity and both before and after default and all other amounts payable by the Chargors hereunder. ADDITIONAL PROVISIONS PROVIDED FURTHER that upon the death of the Chargors or the Chargors selling or disposing of the mortgaged lands and premises, or agreeing to sell or dispose of same whether the conveyance or agreement be registered or not, the said principal sum together with interest to the date of payment of this mortgage, shall immediately become due and payable, without any notice being given or any action being taken by the Chargee, and in default of payment the Chargee may exercise any of the remedies hereunder to enforce payment, including the power of entering upon and leasing and selling the said lands. AND PROVIDED FURTHER that if the Chargors cease to be members of the UKRAINIAN CREDIT UNION LIMITED, the Chargee may at any time at its exclusive option, demand payment of the entire balance of the principal sum then owing hereunder, together with interest to the date of payment, and upon such demand being made by the Chargee, the entire balance of the principal sum then owing hereunder, together with interest to the date of payment, shall immediately become due and payable, and in default of payment, the Chargee may exercise any of the remedies available hereunder to enforce payment, including the powers of entering upon and leasing and selling the said lands. AND PROVIDED FURTHER that the Chargors when not in default hereunder, shall have the privilege of paying the whole or any additional part of the said principal sum at any time without notice or bonus. Upon payment, certified funds or cash must be received prior to 3:00 p.m. on a "normal banking day" or interest will accrue until the next "normal banking day". "Normal banking day" means: Any day except for Saturday, Sunday, statutory holiday, Ukrainian holiday, or holidays as designated by the Ukrainian Credit Union Limited from time to time. AND PROVIDED FURTHER that the Chargee upon death or total and permanent disability of the Chargors shall be at liberty to apply towards payment of the mortgage debt monies received by it under any policy of group insurance carried by it on the lives of its borrowing member notwithstanding that the mortgage is not otherwise due. -2- IT IS HEREBY UNDERSTOOD AND AGREED that the term 6 on page l of the Standard Charge Terms filed as Number 9320 is hereby deleted and the following substituted therefor: IN case default shall be made in payment of any sum to become due for interest at the time provided for payment in the charge, compound interest shall be payable and the sum in arrears for interest from time to time, as well as before maturity, shall bear interest at the rate provided for in the Charge. In case the interest and compound interest are not paid within three (3) months from time of default a rest shall be made, and compound interest at the rate provided for in the Charge shall be payable on the aggregate amount then due, as well after as before maturity, and so on from time to time, and all such interest and compound interest shall be a charge upon the land. UNSCHEDULED PAYMENTS PROVIDED that upon receipt of a payment on any date other than the dates on which installments are payable hereunder, the Chargee shall be entitled, at its exclusive option, to calculate interest on a daily basis on the outstanding principal balance and to apply the said payment first in payment of the said interest and secondly in reduction of the principal sum. DISCHARGES PROVIDED that upon payment of the mortgage monies in full the Chargee shall be permitted a reasonable period of time to prepare and execute a discharge of this mortgage, and all legal and other expenses therefor shall be borne by the Chargors. PROVIDED also, and it is hereby further agreed by and between the Chargors and Chargee, that the Chargee shall be entitled to its customary service fee (established from time to time by the Chargee) for the execution of any and all discharges and transfers of this Charge prepared by or on behalf of the Chargors. OTHER SECURITY PROVIDED that this Charge in addition to and not in substitution for any other security held by the Charge for all or any part of the monies secured hereunder. It is understood and agreed that the Chargee may pursue its remedies thereunder or hereunder concurrently or successively at its option. Any judgement or recovery thereunder or hereunder shall not affect the right of the Chargee to realize upon this or any other such security. CASUALTY OR LEGAL CLAIM PROVIDED that the Chargors hereby covenant and agree to give immediate notice in writing to the Chargee of any damage caused by fire or any other casualty to, or legal claim against, the said premises. IMMEDIATE POSSESSION UPON default in payment of principal or interest under this Charge or in performance of any of the terms and conditions hereof, the Chargee may enter into and take possession of the land hereby charged free from all manner of former conveyances, mortgages, charges, or encumbrances without the let, suit, hindrance, interruption or denial of the Chargors of any other person whatsoever. -3- CONSTRUCTION LIENS IT is hereby understood and agreed that the Chargee shall not be bound to advance money hereby secured, or any part thereof, if (i) there is a preserved or perfected lien against the land described herein, or (ii) the Chargee has received written notice of a lien, unless and until (iii) the lien is discharged, (iv) the Chargors, at his/her own expense, have moved the court to make an order vacating the registration of the claim for lien and any such certificate of action in respect of that lien and the court has made such an order, or (v) the lien is postponed in favour of the interest of the Chargee in the land described herein. This term shall be construed in accordance with the provisions of the Construction Lien Act, S.O. 1983, c.6, as amended. NOTWITHSTANDING any other provision of this mortgage, all of the principal and interest hereby secured shall be fully repaid within twenty (20) years or such longer period of time as the regulations may prescribe.