Accounting Firm, Audit Firm in Toronto, Hamilton …...2018/10/17 · property, rights, choses in action, or interests) owned by Edge on Triangle Park Inc. (“ Triangle ”) and

Court File No. CV-16-11541-00CL

ONTARIO

SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST)

IN THE MATTER OF THE COMPANIES' CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF URBANCORP CUMBERLAND 2 GP INC., URBANCORP CUMBERLAND 2 L.P., BOSVEST INC., EDGE ON TRIANGLE PARK INC., AND EDGE RESIDENTIAL INC.

(the "Applicants")

MOTION RECORD OF THE FULLER LANDAU GROUP INC. AS MONITOR OF THE APPLICANTS

(Returnable October 25, 2018 for Transfer of Assets, Bankruptcy of Triangle and

Residential, and CCAA Protection of Westside Galley Lofts Inc.)

DATE: October 17, 2018 GOLDMAN SLOAN NASH & HABER LLP

Barristers and Solicitors Suite 1600, 480 University Avenue Toronto, Ontario, M5G 1V2 Fax: 416-597-3370 Mario Forte LSUC #: 27293F Tel: 416-597-6477 Email: [email protected]

Robert J. Drake LSUC #: 57083G Tel: 416-597-5014 Email: [email protected]

Lawyers for The Fuller Landau Group Inc. in its capacity as the Monitor for Urbancorp Cumberland 2 GP Inc., Urbancorp Cumberland 2 L.P., Bosvest Inc., Edge Residential Inc., and Edge on Triangle Park Inc.

TO: THE SERVICE LIST

INDEX

Tab Document

1 Notice of Motion

2 Seventeenth Report of the Monitor dated October 15, 2018

A Initial Order dated October 6, 2018

B Cash Funding Order dated March 16, 2017

C Claims Procedure Order dated December 16, 2016

D TSCC No. 2448’s Proof of Claim dated January 26, 2017

E Declarations of Trust re Triangle and Residential dated December 11, 2015

F Ministry of Finance Bulletin entitled “Conveyances Involving Trusts”

G Monitor’s View of Assets and Liabilities of Westside Gallery Lofts Inc.

3 Service List


ONTARIO

SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST)

IN THE MATTER OF THE COMPANIES' CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF URBANCORP CUMBERLAND 2 GP INC., URBANCORP CUMBERLAND 2 L.P., BOSVEST INC., EDGE ON TRIANGLE PARK INC., AND EDGE RESIDENTIAL INC.

(the "Applicants")

NOTICE OF MOTION

(On motion returnable October 25, 2018 for Transfer of Assets, Bankruptcy of Triangle and Residential, and CCAA Protection of Westside Galley Lofts Inc.)

The Fuller Landau Group Inc. (“FL”), in its capacity as the Court-appointed Monitor (the

“Monitor”) of the Applicants pursuant to the Companies' Creditors Arrangement Act, R.S.C.

1985, c. c-36, as amended (the "CCAA"), will make a motion to a Judge of the Commercial List

on Thursday the 25th day of October, 2018 at 10:00 a.m. or as soon after that time as the motion

can be heard, at 330 University Avenue, Toronto, Ontario.

THE PROPOSED METHOD OF HEARING: The motion is to be heard:

in writing under subrule 37.12.1(1) because it is made without notice;

in writing as an opposed motion under subrule 37.12.1(4); or

X orally.

THE MOTION IS FOR:

1. an order in the form attached as Schedule “A”, providing for, amongst other things,

a. abridging the time for service of the Monitor’s notice of motion, motion record,

and seventeenth report of the Monitor dated October 15, 2018 (the “Seventeenth

Report”) and validating the service of such motion materials;

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b. an order transferring all non-cash assets, being the remaining condominium units

to be sold, the Arts and Culture Space, and all other personal and/or real property

(including, without limitation, any crystallized, inchoate, or after-acquired

property, rights, choses in action, or interests) owned by Edge on Triangle Park

Inc. (“Triangle”) and Edge Residential Inc. (“Residential”) (the “Non-Cash

Assets”), to Urbancorp Cumberland 2 L.P. with the exclusive direction of the

Monitor to facilitate the continuation of the liquidation of such assets, and such

other actions as may be required to maximize recoveries therefrom for the benefit

of creditors;

c. an order permitting the Monitor to file assignments in bankruptcy for Triangle and

Residential, and to substantively consolidate the estates of each for the purpose of

recognizing the proven claims of creditors and facilitating distributions to such

creditors from the consolidated proceeds of liquidation of the assets of each

estate;

d. an order continuing the existing cash funding mechanism to facilitate the

continuation of the CCAA proceedings for the non-bankrupt Cumberland Group

companies;

e. an order permitting the Monitor to distribute proceeds of realization realized from

time to time for the Non-Cash Assets to the trustee in bankruptcy for the

consolidated bankrupt estates of Triangle and Residential for future distribution to

creditors with proven claims in such consolidated estates;

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f. a declaration that the transfer of the Non-Cash Assets to Urbancorp Cumberland 2

L.P. is not a transfer of beneficial interest which would attract land transfer tax in

accordance with the Land Transfer Tax Act (Ontario);

g. an order permitting the Monitor to cause Westside Gallery Lofts Inc.

(“Westside”) to file for protection under the CCAA as an affiliate company to the

Cumberland Group with a view to determining the nature of remaining assets in

Westside and whether after some investigations, a bankruptcy is an appropriate

proceeding to commence in respect thereof.; and

h. such further and other relief as may be granted;

THE GROUNDS FOR THE MOTION ARE:

1. on April 29, 2016, Bosvest Inc., Residential, and Triangle each filed a Notice of Intention

to Make a Proposal (“NOI”) under the Bankruptcy and Insolvency Act (Canada) (the “BIA”);

2. on October 6, 2016, the Applicants were granted protection from their creditors under the

CCAA, pursuant to the Initial Order of the Ontario Superior Court of Justice, Commercial List

(the “Initial Order”), and FL was appointed as Monitor;

3. the Monitor would like to commence interim distributions to creditors. However, there

are complications with effecting distributions through the current CCAA proceedings. The

Monitor’s proposed vehicle to effect such a distribution is a consolidated bankrupt entity of both

Triangle and Residential;

4. Triangle and Residential are both insolvent persons as defined by the BIA and the

Monitor should be authorized to file assignments into bankruptcy on their behalf;

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5. further, it is appropriate to substantially consolidate Triangle and Residential: the

requisite “elements of consolidation” are present, and such consolidation would not render any

prejudice to creditors while effecting a general benefit;

6. while having Triangle and Residential file assignments into bankruptcy will facilitate

distributions to proven creditors, remaining Non-Cash Assets owned by Triangle and Residential

are better realized under the CCAA process where such assets can be protected by the stay

provisions of the CCAA proceeding;

7. as a result, the Non-Cash Assets should be transferred up the corporate structure to their

ultimate beneficial owner, Urbancorp Cumberland 2 L.P., after which the Monitor could

continue to liquidate such assets;

8. in order to maintain a source of financing the CCAA processes and liquidating the Non-

Cash Assets, the Monitor recommends that the CCAA funding order dated March 16, 2017, (the

“Cash Funding Order”) continue to apply to the estates of Triangle and Residential, or their

consolidated estate, despite their subsequent bankruptcies, as if they remained Applicants in

these proceeds, for the purposes of continuing to pay the Funding Requirements (as that term is

defined in the Cash Funding Order) up to the amount of $1,500,000 and thereafter with further

order of the Court;

9. the Monitor will distribute proceeds of realization realized from time to time for the Non-

Cash Assets to the trustee in bankruptcy for the consolidated bankrupt estates of Triangle and

Residential for future distribution to creditors with proven claims in such consolidated estates;

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10. despite the bankruptcies of Triangle and Residential, the Monitor will continue to have

exclusive authority to administer the court-approved claims process as set out in the order of The

Honourable Mr. Justice Newbould dated December 16, 2016 for claims made against those

companies, instead of the statutory proof of claim procedure set out in the BIA, and the stay of

proceedings still in effect with respect to the remaining entities of the Cumberland Group CCAA

proceedings shall be extended to the estates of Triangle and Residential, or the consolidated

estate thereof, as if they remained Applicants in these proceedings;

11. all distributions made by the trustee in bankruptcy for the consolidated bankrupt estates

of Triangle and Residential to creditors with proven claims shall be made pursuant to priorities in

effect in a bankruptcy;

12. Westside is an affiliate of the Applicants, but has not sought relief under the CCAA;

13. the Monitor believes that Westside’s inclusion in these proceedings as an Applicant will

allow the Monitor to investigate the remaining assets with a view to increasing the recovery for

Westside’s creditors;

Additional Grounds

14. section 11.2 and 11.3 of the CCAA;

15. rules 3 and 37 of the Rules of Civil Procedure;

16. the provisions of the BIA and the inherent and equitable jurisdiction of this court; and

17. such further and other grounds as counsel may advise and this Court may permit.

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THE FOLLOWING DOCUMENTARY EVIDENCE will be used at the hearing of the

motion:

1. the Seventeenth Report and the appendices attached thereto;

2. the Initial Order; and

3. Such further and other documentary evidence as counsel may advise and this Court may

accept.

DATE: October 17, 2018 GOLDMAN SLOAN NASH & HABER LLP

Barristers and Solicitors Suite 1600, 480 University Avenue Toronto, Ontario, M5G 1V2 Fax: 416-597-3370 Mario Forte LSUC #: 27293F Tel: 416-597-6477 Email: [email protected]

Robert J. Drake LSUC #: 57083G Tel: 416-597-5014 Email: [email protected]

Lawyers for The Fuller Landau Group Inc. in its capacity as the Monitor for Urbancorp Cumberland 2 GP Inc., Urbancorp Cumberland 2 L.P., Bosvest Inc., Edge Residential Inc., and Edge on Triangle Park Inc.

TO: THE SERVICE LIST

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ONTARIO SUPERIOR COURT OF JUSTICE

COMMERCIAL LIST

THE HONOURABLE MR. JUSTICE MYERS

) )

THURSDAY, THE 25TH DAY OF OCTOBER, 2018

IN THE MATTER OF THE COMPANIES' CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED

AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF URBANCORP CUMBERLAND 2 GP INC., URBANCORP CUMBERLAND 2 L.P., BOSVEST INC., EDGE ON TRIANGLE PARK INC., AND EDGE RESIDENTIAL INC.

(the "Applicants")

ORDER (Transfer of Assets, Bankruptcy of Triangle and Residential, and CCAA Protection of

Westside Galley Lofts Inc.)

THIS MOTION, made by The Fuller Landau Group Inc., in its capacity as

Court-appointed Monitor (the "Monitor") of the Applicants, pursuant to the Companies'

Creditors Arrangement Act, R.S.C. 1985, c. c-36, as amended (the "CCAA") for, amongst other

things:

a. abridging the time for service of the Monitor’s notice of motion, motion record,

and seventeenth report of the Monitor dated October 15, 2018 (the “Seventeenth

Report”) and validating the service of such motion materials;

b. an order transferring all non-cash assets, being the remaining condominium units


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property, rights, choses in action, or interests) owned by Edge on Triangle Park

Inc. (“Triangle”) and Edge Residential Inc. (“Residential”) (the “Non-Cash

Assets”), to Urbancorp Cumberland 2 L.P. with the exclusive direction of the

Monitor to facilitate the continuation of the liquidation of such assets, and such

other actions as may be required to maximize recoveries therefrom for the benefit

of creditors;

c. an order permitting the Monitor to file assignments in bankruptcy for Triangle and




estate;

d. an order continuing the existing cash funding mechanism to facilitate the


companies;

e. an order permitting the Monitor to distribute proceeds of realization realized from




f. a declaration that the transfer of the Non-Cash Assets to Urbancorp Cumberland 2


accordance with the Land Transfer Tax Act (Ontario);

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g. an order permitting the Monitor to cause Westside Gallery Lofts Inc.




proceeding to commence in respect thereof; and

h. such further and other relief as may be granted;

was heard this day at 330 University Avenue, Toronto, Ontario.

ON READING the Notice of Motion of the Monitor and the Seventeenth Report, and on

hearing the submissions of respective counsel for the Monitor, the Applicants and such other

counsel as were present, no one else appearing although duly served as appears from the

Affidavit of Service as filed:

SERVICE

1. THIS COURT ORDERS that the time for service of the Notice of Motion, the Motion

Record, and Seventeenth Report herein is hereby abridged and validated so that this Motion is

properly returnable today and hereby dispenses with further service thereof. All capitalized terms

not otherwise defined in this Order shall have the meaning ascribed to such term in the Initial

Order or the Seventeenth Report.

TRANSFER OF NON-CASH ASSETS

2. THIS COURT ORDERS AND DIRECTS that the Monitor shall transfer all Non-Cash

Assets to Urbancorp Cumberland 2 L.P. with the exclusive direction of the Monitor to facilitate

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the continuation of the liquidation of such assets, and such other actions as may be required to

maximize recoveries therefrom for the benefit of creditors.

3. THIS COURT ORDERS that the rights, benefits, and obligations of all pre-filing

agreements related to or in respect of the Non-Cash Assets for which either or both Triangle or

Residential are parties, as the case may be (the “Assigned Agreements”), are hereby assigned to

Urbancorp Cumberland 2 L.P. pursuant to section 11.3 of the CCAA.

4. THIS COURT ORDERS that to the extent any agreements are ineligible for assignment

pursuant to section 11.3 of the CCAA as a result of their characterization as post-filing

agreements, the Monitor shall be and is hereby authorized to continue the exclusive

administration of such agreements for the benefit of the estates of Triangle or Residential, as the

case may be (the “Non-Assignment Agreements”).

5. THIS COURT ORDERS that the assignment of rights and obligations of Triangle and

Residential under the Assigned Agreements pursuant to the CCAA and this order is valid and

binding upon all of the counterparties to the Assigned Agreements notwithstanding any

restriction or prohibition contained in any of the Assigned Agreements relating to the assignment

thereof, including any provision requiring the consent of any party to the assignment.

6. THIS COURT ORDERS that each counterparty to the Assigned Agreements or Non-

Assigned Agreements is prohibited from exercising any right or remedy under any of the

Assigned Agreements or Non-Assigned Agreements by reason of any defaults thereunder arising

from the assignment of the Assigned Agreements, the subsequent bankruptcy of Triangle and/or

Residential, or the making of this order.

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7. THIS COURT ORDERS that the Monitor is hereby authorized to take any and all

actions, including, without limitation, executing and delivering such documents as may be

necessary or desirable to implement the transfer(s) of the Non-Cash Assets.

8. THIS COURT DECLARES that the transfer of the Non-Cash Assets to Urbancorp

Cumberland 2 L.P. is not a transfer of beneficial interest which would attract land transfer tax in

accordance with the Land Transfer Tax Act (Ontario).

BANKRUPTCY OF TRIANGLE AND RESIDENTIAL

9. THIS COURT ORDERS that Monitor is hereby authorized to file assignments in

bankruptcy for both Triangle and Residential, and to name The Fuller Landau Group Inc. as the

trustee in bankruptcy thereto.

10. THIS COURT FURTHER ORDERS that the estates of Triangle and Residential,

following their assignments into bankruptcy, shall be procedurally and substantively

consolidated.

11. THIS COURT FURTHER ORDERS that despite the bankruptcies of Triangle and

Residential, the Monitor shall continue to administer the court-approved claims process as set out

in the order of The Honourable Mr. Justice Newbould dated December 16, 2016 for claims made

against those companies, instead of the statutory proof of claim procedure set out in the

Bankruptcy and Insolvency Act (Canada), and until further order of this Court the stay of

proceedings still in effect with respect to the remaining entities of the Cumberland Group CCAA

proceedings shall be extended to the estates of Triangle and Residential, or the consolidated

estate thereof as if they remained Applicants hereunder.

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12. THIS COURT ORDERS that the Protocol for Cooperation Among Canadian Court

Officer and Israeli Functionary (the “Co-operation Protocol”), between Fuller Landau in its

capacity as Proposal Trustee and Guy Gissin, in his capacity as Functionary Officer (“Israeli

Functionary”) appointed by the Israel District Court in Tel Aviv-Yafo in respect of Urbancorp

Inc., and approved by order of The Honourable Mr. Justice Newbould dated June 15, 2016, shall

be taken up and continued in the bankruptcy proceedings, and shall continue to apply as between

Fuller Landau in its capacity as trustee in bankruptcy and the Israeli Functionary. In the event of

a conflict between the terms of this order and the Co-operation Protocol, the terms of this order

shall prevail.

CCAA FUNDING

13. THIS COURT ORDERS that the Cash Funding Order dated March 16, 2017 shall

continue to apply to the estates of Triangle and Residential, or their consolidated estate, despite

their subsequent bankruptcies, as if they remained Applicants hereunder, for the purposes of

continuing to pay the Funding Requirements up to the amount of $1,500,000 and thereafter with

further order of the Court.

14. THIS COURT FURTHER ORDERS that, for the purpose of any subsequent

bankruptcy proceedings, the use of the Cash Funding Order by the Monitor to fund these CCAA

proceedings shall not constitute a distribution or dividend under the BIA.

CHARGE ON THE NON-CASH ASSETS AND CCAA FUNDING ADVANCE

15. THIS COURT ORDERS that upon the transfer of Non-Cash Assets and the CCAA

Funding Advance to Urbancorp Cumberland 2 L.P., the consolidated bankrupt estate of Triangle

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and Residential shall be entitled to the benefit of a charge on the current and future assets,

undertakings, and property of Urbancorp Cumberland 2 L.P. (the “Asset Realization Charge”),

which charge shall not exceed the net realized value of the Non-Cash Assets and the residual of

the CCAA Funding Advance less any payments of Funding Requirements pursuant to the terms

of the Cash Funding Order dated March 16, 2017. The Asset Realization Charge shall be

subordinate to the charges granted in the Initial Order.

DISTRIBUTIONS

16. THIS COURT ORDERS that the Monitor is hereby permitted to distribute proceeds of

realization realized from time to time for the Non-Cash Assets to the trustee in bankruptcy for

the consolidated bankrupt estates of Triangle and Residential for future distribution to creditors

with proven claims in such consolidated estates.

17. THIS COURT ORDERS that, for clarity, all distributions made by the trustee in

bankruptcy for the consolidated bankrupt estates of Triangle and Residential to creditors with

proven claims shall be made pursuant to priorities in effect in a bankruptcy.

WESTSIDE GALLERY LOFTS INC.

18. THIS COURT ORDERS that Westside Gallery Lofts Inc. (“Westside”) is a company to

which the CCAA applies.

19. THIS COURT FURTHER ORDERS that Westside shall be added as an Applicant to

these proceedings with all terms of the Initial Order applying, mutatis mutandis, to Westside as if

it applied for relief under the CCAA as of the date of this order. For clarity, the Stay Period (as

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defined in paragraph 16 of the Initial Order) for Westside shall run until and including November

26, 2018.

20. THIS COURT ORDERS that the title of proceedings in this application shall be

amended to include Westside as an applicant.

GENERAL

21. THIS COURT HEREBY REQUESTS the aid and recognition of any court, tribunal,

regulatory or administrative by having jurisdiction in Canada, the United States or Israel to give

effect to this order and to assist the Applicants, the Monitor, and their respective agents in

carrying out the terms of this order. All courts, tribunals, regulatory and administrative bodies

are hereby respectfully requested to make such orders and provide such assistance to the

Applicants and the Monitor, as an officer of this court, as may be necessary or desirable to give

effect to this order, to grant representative status to the Monitor in any foreign proceeding, or to

assist the Applicants, the Monitor, and their respective agents in carrying out the terms of this

order.

22. THIS COURT ORDERS that each of the Applicants and the Monitor be at liberty and is

hereby authorized and empowered to apply to any court, tribunal, regulatory or administrative

body, wherever located, for the recognition of this order, and for assistance in carrying out the

terms of this order and any other order issued in these proceedings.

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IN THE MATTER OF THE COMPANIES CREDITORS ARRANGEMENT ACT, R.S.C.1985, c. C-36, AS AMENDED

URBANCORP CUMBERLAND 2 GP INC., URBANCORP CUMBERLAND 2 L.P., BOSVEST INC., EDGE ON TRIANGLE PARK INC., AND EDGE RESIDENTIAL INC. (COLLECTIVELY, THE "APPLICANTS") PURSUANT TO THE COMPANIES' CREDITORS ARRANGEMENT ACT



(COMMERCIAL LIST)

Proceeding commenced at Toronto

ORDER (TRANSFER OF ASSETS, BANKRUPTCY OF TRIANGLE AND RESIDENTIAL, AND CCAA

PROTECTION OF WESTSIDE GALLEY LOFTS INC.)

GOLDMAN SLOAN NASH & HABER LLP Barristers and Solicitors Suite 1600, 480 University Avenue Toronto, Ontario, M5G 1V2 Fax: 416-597-3370 Mario Forte [LSUC No. 27293F] Tel: 416-597-6477 Robert J. Drake [LSUC No. 57083G] Tel: 416-597-5014 Lawyers for The Fuller Landau Group Inc. in its capacity as the Monitor for Urbancorp Cumberland 2 GP Inc., Urbancorp Cumberland 2 L.P., Bosvest Inc., Edge Residential Inc., and Edge on Triangle Park Inc.

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(COMMERCIAL LIST)

IN THE MATTER OF THE COMPANIES' CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED

AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF URBANCORP CUMBERLAND 2 GP INC., URBANCORP CUMBERLAND 2

L.P., BOSVEST INC., EDGE ON TRIANGLE PARK INC., AND EDGE RESIDENTIAL INC.

(the "Applicants")

SEVENTEENTH REPORT TO COURT OF THE FULLER LANDAU GROUP INC.

AS MONITOR OF THE APPLICANTS

OCTOBER 15, 2018

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TABLE OF CONTENTS

Page I. INTRODUCTION AND BACKGROUND 1

II. PURPOSE OF THIS REPORT 2

III. BACKGROUND: ESTATE ADMINISTRATION 4

IV. BACKGROUND: ASSET REALIZATION 5

V. BACKGROUND: ESTATE FINANCING 7

VI. BACKGROUND: CLAIMS PROCESS AND CONSOLIDATION OF ESTATES 7 VII. DISTRIBUTIONS 10

VIII.WESTSIDE GALLERY LOFTS INC. 13

IX. RECOMMENDATION 13

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Appendices:

A. Initial Order dated October 6, 2018

B. Cash Funding Order dated March 16, 2017

C. Claims Procedure Order dated December 16, 2016

D. TSCC No. 2448’s Proof of Claim dated January 26, 2017

E. Declarations of Trust re Triangle and Residential dated December 11, 2015

F. Ministry of Finance Bulletin entitled “Conveyances Involving Trusts”

G. Monitor’s View of Assets and Liabilities of Westside Gallery Lofts Inc.

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I. INTRODUCTION AND BACKGROUND

1. On April 29, 2016, Bosvest Inc., Edge Residential Inc. (“Residential”) and Edge on

Triangle Park Inc., (“Triangle”) (together, the “Edge Companies”) each filed with the Official

Receiver a Notice of Intention to Make a Proposal (“NOI”), pursuant to subsection 50.4(1) of the

Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3, as amended (the "BIA"). The Fuller

Landau Group Inc. was named as proposal trustee (“FL” or the “Proposal Trustee”) under the

NOIs.

2. On May 20, 2016, Urbancorp Cumberland 2 GP Inc. (“Cumberland 2 GP”) and

Urbancorp Cumberland 2 L.P. (“Cumberland 2 LP”, and together with Cumberland 2 GP, the

“Cumberland Companies”) each filed an NOI with the Official Receiver. FL was named as

Proposal Trustee under the NOIs.

3. The Edge Companies and Cumberland Companies are collectively referred to as the

“Cumberland Group” or the “Applicants”.

4. The Proposal Trustee issued the Edge Companies First Extension Report dated May 26,

2016, the Cumberland Companies First Extension Report dated June 13, 2016, the Cumberland

Group’s Second Extension Report dated July 6, 2016, the Third Report dated August 18, 2016,

and the Fourth Report dated September 30, 2016. The Fourth Report provided a summary of the

Proposal Trustee’s previous activities and Reports, and orders obtained in the NOI proceedings

of the Cumberland Group.

5. On October 6, 2016, the Court granted an order (the “Initial Order”):

a. approving the Proposal Trustee’s activities as described in the Fourth Report;

b. continuing the NOI proceedings of the Cumberland Group under the Companies'

Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended (the “CCAA”) with an

initial stay of proceedings until November 4, 2016;

c. appointing the Proposal Trustee as the monitor of the Cumberland Group (the

“Monitor”) with the enhanced powers previously given to the Proposal Trustee under

previous orders of the Court;

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d. continuing the “Protocol for Co-Operation Among Canadian Court Offer and Israeli

Functionary” dated June 8, 2016 with the Monitor in place of the Proposal Trustee;

and

e. granting the Administration Charge, the DIP Charge and the Directors’ Charge.

Attached as Appendix “A” is a copy of the Initial Order.

6. On April 30, 2018, the Court issued an Order granting, among other relief, an extension

of the stay of proceedings in respect of the Applicants until August 31, 2018. On August 29,

2018, the Court issued an Order granting, amongst other things, a further extension of the stay of

proceedings until November 30, 2018.

7. Copies of the Monitor’s reports nos. 1 – 16 and Court Orders issued can be found at the

Monitor’s website at www.fullerllp.com/active_engagements/edge-triangle-park-inc/

II. PURPOSE OF THIS REPORT

8. The primary purpose of this Seventeenth report of the Monitor (the “Monitor’s

Seventeenth Report”) is to introduce the Monitor’s plan to create a vehicle to effect

distributions from time to time to creditors with proven claims in the estates of Triangle and

Residential, and to facilitate the continued realization of remaining assets The Monitor’s plan

entails the following steps reflected in an order of this Honourable Court:

(a) an order transferring all non-cash assets, being the remaining condominium units



property, rights, choses in action, or interests) owned by Triangle and Resdiential

(the “Non-Cash Assets”), to Urbancorp Cumberland 2 L.P. to facilitate the

continuation of the liquidation of such assets, and such other actions as may be

required to maximize recoveries therefrom for the benefit of creditors;

(b) an order permitting the Monitor to file assignments in bankruptcy for Triangle and



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estate;

(c) an order establishing an appropriate funding mechanism to facilitate the


companies;

(d) an order permitting the Monitor to distribute proceeds of realization realized from




(e) a declaration that the transfer of the Non-Cash Assets to Urbancorp Cumberland 2


accordance with the Land Transfer Tax Act (Ontario); and

(f) an order permitting the Monitor to cause Westside Gallery Lofts Inc.




proceeding to commence in respect thereof.

9. In preparing the Monitor’s Seventeenth Report, the Monitor has relied upon unaudited

financial information of the Cumberland Group, the Cumberland Group’s records, financial

statements and discussions with the Cumberland Group’s management and employees. While

the Monitor has reviewed various documents provided by the Cumberland Group and believes

that the information therein provides a fair summary of the transactions as reflected in the

documents, such work does not constitute an audit or verification of such information for

accuracy, completeness or compliance with Accounting Standards for Private Enterprises

(“ASPE”) or International Financial Reporting Standards (“IFRS”). Accordingly, the Monitor

expresses no opinion or other form of assurance pursuant to ASPE or IFRS with respect to such

information.

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10. For reference purposes, any capitalized terms not otherwise defined in the Monitor’s

Seventeenth Report shall have the meanings ascribed to them in the Initial Order and previous

reports to this court.

III. BACKGROUND: ESTATE ADMINISTRATION

11. The corporate structure of the Cumberland Group (including Westside which is not

currently in CCAA protection) is as follows:

12. Triangle was the registered owner and developer of the residential condominium

development municipally located at 2-6 Lisgar Street consisting of two towers with maximum

heights of 19 and 22 storeys and containing 665 residential units (the “Edge Development”). In

its role as developer, it entered into various contracts with trades, consultants, etc. thereby

incurring contractual obligations, some of which constitute liabilities of the estate as will be

shown below. Similarly, Triangle entered into agreements of purchase and sale for the

developed condominium units and closed on the vast majority of those units in May through July

of 2015. At the time of its NOI filing, Triangle’s primary assets consisted of (1) 5 residential

condominium units, 5 retail condominium units, and 11 storage units (3 residential units and 2

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retail units had been rented at the time of the NOI filing) (2) a designated arts and cultural space

totalling approximately 3,470 square metres (which is described in further detail below), and (3)

various choses in action.

13. Residential was incorporated on April 10, 2015 and, at the time of its NOI filing, its

primary assets consisted of (1) 32 residential condominium units, 16 parking spots and 11

storage units that were transferred from Triangle to Residential in July, 2015 (18 of these units

had been rented at the time of the NOI filing) and (2) a rental income stream produced by the

renting out of its residential condominium units.

14. On the date of their NOI filings, the remaining companies of the Cumberland Group had

few assets to realize. Bosvest Inc.’s assets, for example, consisted of (1) its investment in

Triangle, and (2) certain limited accounts receivable. Urbancorp Cumberland 2 L.P.’s assets

were (1) its beneficial ownership of the assets of Bosvest Inc., and (2) its indirect shareholdings

of Triangle and Residential.

IV. BACKGROUND: ASSET REALIZATION

15. Since its appointment, the Monitor has taken various steps to identify and monetize

various assets held by the Applicants. The steps taken by the Monitor have been previously

reported upon, but a summary of the material assets held by the Applicants were:

(a) 37 residential condominium units, 5 retail condominium units, 22 storage units,

and 16 parking spots in the Edge Development;

(b) a designated arts and cultural space totaling approximately 3,470 square metres

(37,350 square feet) that was the subject of (1) a land use agreement, (2) an

agreement pursuant to s. 37 of the Planning Act, and (3) an agreement of purchase

and sale dated March 31, 2014 (the “Arts and Culture Space”); and

(c) various choses in action in which some or all of the Applicants (or Monitor) could

enforce personal rights of property.

16. For the unsold condominium units, an order dated August 24, 2016 (the “Sales Process

Order”) authorized the Monitor to conduct a sales process for condominium assets (units,

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parking spaces, and storage units) owned by Triangle and Residential, including prospectively

granting the authority to enter into agreements of purchase and sale for these units if they fit

within certain financial parameters. The Monitor has been able to sell substantially all of the

condominium units owned by Triangle and Residential since the Sales Process Order, but 5

residential units, 9 parking spots, and 18 storage units remain to be sold.

17. As for the Arts and Culture Space, and as detailed more in the Monitor’s Eleventh and

Twelfth Reports, the Monitor has entered into a contractual framework with the City of Toronto

and the Toronto Media Arts Cluster whereby the arts and cultural space will be reconfigured,

severed, and conveyed to a prospective purchaser and whereby Edge will retain ownership of a

portion of that space (the “Edge Space”) which the Monitor can subsequently market for the

benefit of Edge’s creditors. The Edge Space totals approximately 670 square metres (7211

square feet). The Monitor understands that the issue of the severance of the Edge Space is set to

be addressed by the City of Toronto Committee of Adjustment on October 24, 2018, following

which the space will either be prepared in order to commence a marketing and sale process or

marketed for sale in its current condition.

18. The Monitor has maintained separate operating bank accounts for each of the Applicants.

As of October 11, 2018, the totals of the bank accounts for the various companies total:

(a) Urbancorp Cumberland 2 GP Inc.: $300.73

(b) Urbancorp Cumberland 2 L.P.: $2,063.32

(c) Bosvest Inc.: $5,727.01

(d) Triangle: $291,672.50

(e) Residential: $45,365.43

Total: $345,128.99

19. In addition to these company-specific bank accounts, the Monitor has opened two sales

proceeds bank accounts which hold sales proceeds from the sales of the condominium units in

interest-bearing term deposits. As at October 11, 2018, these accounts have the following

balances:

(a) Triangle: $641,553.71

(b) Residential: $5,452,161.46

Total: $6,093,715.17

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20. It is the Monitor’s view that a substantial portion of readily realizable assets has been

completed. Further, most of the assets (both realized and yet to be realized) are owned by

Triangle and Residential, with little owned higher up the corporate structure.

V. BACKGROUND: ESTATE FINANCING

21. Pursuant to a funding order dated March 16, 2017, (the “Cash Funding Order”) the

Monitor and the Applicants have been using the cash proceeds from the sale of condominium

units (“Available Cash”) to fund these CCAA proceedings. This funding including: a) the

operating costs, expenses and liabilities of the Applicants (including, without limitation, wages

and active employee benefits, insurance, security and necessary expenditures); and b)

professional fees and expenses incurred by the Applicants and the Monitor in respect of the

CCAA proceedings (together, the “Funding Requirements”). Attached as Appendix “B” is a

copy of the Cash Funding Order.

VI. BACKGROUND: CLAIMS PROCESS AND CONSOLIDATION OF ESTATES

22. On December 16, 2016, the Honourable Mr. Justice Newbould issued an order

establishing a claims procedure for the identification and quantification of certain claims against

the Applicants and the current and former directors and officers of the Applicants. A copy of the

December 16, 2016 order (the “Claims Procedure Order”) is attached as Appendix “C”.

23. Pursuant to the claims process established by the Claims Procedure Order, various

creditors of the Applicants have filed claims with the Monitor for review and adjudication. The

Monitor received 135 claims against one or more of the Applicants and 30 claims against one or

more of the people listed as directors or officers of the Applicants. In addition, the Monitor

received two late claims after the claims bar date.

24. The total sum of the claims received by the Monitor is $1,379,894,661.63. However, this

amount overstates the applicable debt owed by the Applicants because some creditors filed

parallel claims against each of the separate applicants, each claiming one underlying debt. In

some cases, this has meant that the true claim has been multiplied five times. For example,

Tarion Warranty Corporation has filed five separate claims, one against each of the Applicants,

for the amount of $260,881,577.50. The Monitor understands from Tarion that five separate

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claims were submitted because of uncertainty as to who the true developer of the Edge Project

was and, accordingly, who would be responsible to Tarion for obligations incurred under

Tarion’s rules and regulations as well as the Ontario New Home Warranties Plan Act. Once

these duplicative claims have been stripped, it is the Monitor’s view that the total amount of

claims filed totals $329,943,134.74.

25. The Monitor has broken down these claims into the following categories:

Type of Claim Amount

Purported Trust Claims: $3,268,603.00

Secured Claims: $22,126,091.58

Unsecured Claims: $304,548,440.16

Total: $329,943,134.74

26. As part of the claims process, the Monitor has allowed certain amounts under these

claims, and has disputed others. The nature and quantum of claims that have been allowed is as

follows:

Type of Claim Amount Allowed

Purported Trust Claims: $0.00



Total: $30,881,866.90

27. As for the purported trust claims, and one secured claim (a construction lien), the bases of

these claims are the provisions of the Construction Lien Act (Ontario). Where the quantum of

those claims has been substantiated to the Monitor, they have been allowed as an unsecured

claim. However, the Monitor has disallowed their status as trust or secured claims. The Monitor

has submitted the determination of whether one lien claim is a secured claim to a Claims Officer.

Currently, this claim is under review by the Claims Officer and a decision is expected shortly on

whether such lien is valid and therefore a secured claim. Depending on the determination in

respect of the claims for lien or such purported trust claims, the allowed amounts would change.

1 $1,800,000 has been allowed as a contingent secured claim.

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28. Further, the Monitor is still in talks with some creditors where the quantum of certain

claims is contested, or is contingent. The Monitor expects that it will be reporting those claims

to this court in short order if those claims cannot be dealt with. The quantum of these claims is:

Type of Claim Amount Disputed

Purported Trust Claims: $3,253,012.72



Total: $288,939,109.86

29. It is the Monitor’s view, after reviewing all of the claims, that most of these claims are

properly attributable to Triangle. However, many creditors have advanced their one claim

against many or all of the Applicants. In some cases, the Monitor believes that creditors simply

asserted their claims against all of the Applicants in order to preserve their rights. One example

of this would be realtors who were owed commissions for the sale of Triangle units, but have

nonetheless made a claim against all of the Applicants. In other cases, some creditors have

articulated their main claim against Triangle, with a re-articulation of that claim against

Residential. An example of this would be construction trade creditors that performed work for

Triangle as the developer of the Edge Project, but have also asserted an unjust enrichment claim

against Residential pursuant to the transfer of condominium units from Triangle to Residential in

2015. However, in both of these cases, claims for the same debt have been made against many

of the Applicants.

30. In relation to these last types of claims – where the claim is properly attributable to

Triangle, but an ancillary claim is made against Residential – the Monitor notes that the basis for

keeping Triangle and Residential as separate entities is flimsy. As noted earlier, Residential was

incorporated on April 10, 2015, just at the end of the development of the Edge Project and just

before the transfer of units to purchasers started to close. On July 6, 2015, Triangle transferred

32 residential condominium units (including some parking spots and storage units) to Residential

for $2.00. On the books and records of Triangle, the transaction was recorded as an account

receivable due from Residential. Moreover, Residential is the subject of only one claim

independent from Triangle: Toronto Standard Condominium Corporation No. 2448 (the

condominium corporation of the Edge Project) has advanced a claim against Residential in the

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amount of approximately $41,000.00, related to unpaid common expense arrears. And even

then, TSCC No. 2448 has jointly claimed against Triangle and Residential. Attached as

Appendix “D” is a copy of TSCC No. 2448’s proof of claim form.

31. After reviewing the filed non-duplicative claims, the Monitor’s assessment of where the

claims are properly filed is as follows:

(a) Urbancorp Cumberland 2 GP Inc.: 0 in secured claims, 0 in unsecured claims;

(b) Urbancorp Cumberland 2 L.P.: 0 in secured claims, 0 in unsecured claims;

(c) Bosvest Inc.: $6,578,072.08 in secured claims,

$3,695,861.72 in unsecured claims; and

(d) Triangle/Residential: $3,268,603 in trust claims, $17,871,354.53

in secured claims, $298,529,243.41 in unsecured claims;

VII. DISTRIBUTIONS

32. The Monitor would like to commence interim distributions to creditors. However, there

are complications with effecting distributions through the current CCAA proceedings. The

Monitor’s proposed vehicle to effect such a distribution is a consolidated bankrupt entity of both

Triangle and Residential. Having Triangle and Residential file assignments into bankruptcy is an

efficient means of distributing monies to creditors under the priorities in effect under a

bankruptcy, and finalizing their estates. FL has agreed to act as the trustee in bankruptcy of this

consolidated estate in order to maintain institutional memory, reduce costs, and to better

facilitate the workings of the bankrupt estate with the non-bankrupt CCAA companies.

33. The bankruptcy assignments and appointment of the trustee will provide a structured

forum for dealing with creditor issues which is reasonable in the circumstances.

34. There are, however, two administrative problems that could reduce potential returns to

creditors if not dealt with before Triangle and Residential file assignments into bankruptcy.

First, Non-Cash Assets (such as the remaining unsold condominium units and the marketing and

potential development of the arts and culture Edge Space) are better realized under the CCAA

process where such assets can be protected by the stay provisions of the CCAA proceeding vis-à-

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vis contractual counterparties and the like. Second, as the assets of the Cumberland Group are

held at the Triangle and Residential level, the Monitor requires a source of funding to continue

the CCAA process for the non-bankrupt Cumberland Group companies and realize on the

remaining non-cash assets.

35. To deal with the first problem, the Monitor recommends an order transferring all Non-

Cash Assets to Urbancorp Cumberland 2 L.P., after which the Monitor could continue to

liquidate such assets. In order to effect this transaction, the Monitor would suggest relying upon

two declaration of trust dated December 11, 2015 (the “Declarations of Trust”) between

Bosvest Inc. and Urbancorp Cumberland 2 L.P. These Declarations of Trust, one for each of

Triangle and Residential, provide that:

(a) Triangle and Residential are the legal owners of various condominium units,

including the Arts and Culture Space;

(b) Triangle and Residential hold title to these units in trust for Bosvest Inc.; and

(c) Bosvest Inc. holds the beneficial interest in the condominium units in trust for

Urbancorp Cumberland 2 L.P.

As a result of these Declarations of Trust, the Monitor is suggesting that legal title of the

condominium units be transferred to their ultimate beneficial owner. Attached collectively as

Appendix “E” are copies of the Declarations of Trust dated December 11, 2015.

36. Likewise, because the units will be transferred to their ultimate beneficial owner pursuant

to the Declarations of Trust and the provisions of the CCAA, the Monitor suggests that such a

transfer is not a transfer of interest in land that would attract the land transfer tax in accordance

with the Land Transfer Tax Act (Ontario). On this point, the Monitor notes that Ontario’s

Ministry of Finance has issued a bulletin entitled “Conveyances Involving Trusts” that confirms

that a transfer of real property from a trustee to the beneficial owner results in a transaction with

a “NIL” value, and thus there is no land transfer tax payable. Attached as Appendix “F” is a

copy of the Ministry of Finance’s land transfer tax bulletin entitled “Conveyances Involving

Trusts”.

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37. The Monitor would further recommend that the consolidated bankrupt entity be granted a

charge over any net cash proceeds resulting from the eventual liquidation of the non-cash assets

(subject to the Cash Funding Order) so that the proven creditors of Triangle and Residential will

not be prejudiced from the assignment.

38. As for a funding mechanism for the remaining CCAA proceedings, the Monitor

recommends the continuation of the Cash Funding Order which will entitle the Monitor to utilize

proceeds of up to $1.5 million to pay Funding Requirements, subject to further order of the

Court. Once the Monitor is able to liquidate some or all of the non-cash assets transferred to

Urbancorp Cumberland 2 L.P., the Monitor will also be able to look to those cash proceeds

pursuant to the existing Cash Funding Order in order to fund the CCAA proceedings.

39. If this Honourable Court adopts the Monitor’s recommended course of action for the

creation of a distribution vehicle under the BIA, the Monitor would further recommend that the

claims process implemented by the Claims Procedure Order be continued by the consolidated

bankrupt entity instead of the BIA’s own proof of claim process. The Monitor suggests that such

a step is procedurally fair in the context and avoids unnecessary duplicative costs. The trustee in

bankruptcy would continue to assess and deal with filed claims pursuant to the Claims Procedure

Order.

40. While claims would be assessed pursuant to the CCAA-based Claims Procedure Order, it

is the Monitor’s view that any distribution or dividend made to proven creditors of the

consolidated bankrupt company should be subject to the BIA. The statutory scheme of

distribution under the BIA is preferable because its reversal of priorities will increase the

distribution to the proven creditors of Triangle and Residential, on balance. This is not to

suggest that all creditors will be better off under the BIA’s framework. Purported trust claimants

under the Construction Lien Act, for example, may have their provincial statutory trust claims (to

the extent they are valid) pre-empted by the federal paramountcy of the BIA. If that is the case,

they will be accorded status as unsecured creditors and would share rateably in any dividend. On

balance, however, the Monitor suggests that the BIA’s scheme of distribution will maximize the

returns to the creditors as a whole and should be adopted.

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VIII. WESTSIDE GALLERY LOFTS INC.

41. As described above, Westside developed the Westside Gallery Lofts and Curve projects

and is a wholly-owned subsidiary of Urbancorp Cumberland 2 L.P., but is not an applicant and

has not otherwise filed for creditor protection in this proceeding or any of the other Urbancorp-

related proceedings. Attached as Appendix “G” is a breakdown of what the Monitor believes

are the assets and liabilities of Westside. In addition to cash of slightly more than $900,000.00,

there are various receivables for Urbancorp related parties which would be expected to realize

some recovery for Westside’s creditors. In addition, there are more contingent interests in assets

which are more difficult to value, and which may add further value to the recovery.

42. Until the settlement with Terra Firma Capital Corporation (“Terra Firma”) approved by

this Honourable Court on September 25, 2018, Terra Firma maintained a secured position

against Westside’s assets, which until resolved through settlement, constituted a potential

impediment to winding-up Westside.

43. The Monitor believes that the inclusion of Westside in these CCAA proceedings as an

affiliate of the Cumberland Group will allow the Monitor to investigate the remaining assets in

Westside and determine whether, after such investigations, a bankruptcy is an appropriate

proceeding to commence with respect to Westside, or continue with the CCAA process to realize

recoveries for such assets.

44. The Monitor has prepared a cash flow projection for the period ending January 12, 2018.

Westside has no employees or current operations and Westside’s disbursements consist of the

payment of professional fees.

IX. RECOMMENDATION

45. Based on the foregoing, the Monitor recommends that this Honourable Court issue an

order granting the relief as requested in this Monitor’s Seventeenth Report and the form of order

filed.

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iUE'TfIC/NOURABLE MR.

STICE NEWBOULD

e?:‘

Court File No.: CV-16-11541-00CL

ONTARIO

SUPERIOR COURT OF JUSTICE

COMMERCIAL LIST

THURSDAY, THE 6TH

DAY OF OCTOBER, 2016

IN THE MATTER OF THE COMPANIES' CREDITORSARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED

AND IN THE MATTER OF A PLAN OF COMPROMISE ORARRANGEMENT OF URBANCORP CUMBERLAND 2 GPINC., URBANCORP CUMBERLAND 2 L.P., BOSVEST INC-,EDGE ON TRIANGLE PARK INC., AND EDGERESIDENTIAL INC.

INITIAL ORDER

(the "Applicants")

THIS APPLICATION, made by the Applicants, pursuant to the Companies' Creditors

Arrangement Act, R.S.C. 1985, c. C-36, as amended (the "CCAA") was heard this day at 330

University Avenue, Toronto, Ontario.

ON READING the Affidavit of Alan Saskin sworn September 29, 2016 and the Exhibits

thereto (the "Saskin Affidavit"), the Fourth Report of The Fuller Landau Group Inc. in its capacity

as proposal trustee (the "Proposal Trustee") dated September 30, 2016 (the "Fourth Report") and

on being advised that the secured creditors who are likely to be affected by the charges created

herein were given notice, and on hearing the submissions of counsel for the Applicants, counsel for

the Proposal Trustee, and those other parties listed on the counsel slip, no one appearing for any

other person although duly served as appears from the affidavit of service, filed, and on reading the

consent of The Fuller Landau Group Inc. ("Fuller Landau") to act as the Monitor (in such capacity,

the "Monitor"),

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SERVICE

1. THIS COURT ORDERS that the time for service of the Notice of Application and the

Application Record is hereby abridged and validated so that this Application is properly returnable

today and hereby dispenses with further service thereof.

2. THIS COURT ORDERS AND DECLARES that the Applicants are companies to which

the CCAA applies.

3. THIS COURT ORDERS AND DECLARES that the proposal proceedings ("Proposal

Proceedings") of each of Urbancorp Cumberland 2 GP Inc. (Estate No. 31-2125908), Urbancorp

Cumberland 2 L.P. (Estate No. 31-458142), Bosvest Inc. (Estate No. 31-2117551), Edge

Residential Inc. (Estate No. 31-2117564), and Edge on Triangle Park Inc. (Estate No. 31-2117584)

(collectively, the "Cumberland Group") commenced under Part III of the Bankruptcy and

Insolvency Act, R.S.C. 1985, c. B-3, as amended (the "BIA"), are hereby taken up and continued

under the CCAA and that the provisions of Part III of the BIA shall have no further application to

the Cumberland Group, save that any and all steps, agreements and procedures validly taken, done

or entered into by the Cumberland Group or Fuller Landau during the Proposal Proceedings shall

remain valid and binding notwithstanding the termination of the Proposal Proceedings and the

commencements of the within CCAA proceedings.

PLAN OF ARRANGEMENT

4. THIS COURT ORDERS that subject to the provisions of this Order, the Cumberland

Group shall have the authority to file, and may, subject to further order of this Court, file with this

Court a plan or plans of compromise or arrangement (hereinafter referred to as the "Plan" or

"Plans").

POSSESSION OF PROPERTY AND OPERATIONS

5. THIS COURT ORDERS that the Cumberland Group shall remain in possession and

control of their current and future assets, undertakings and properties of every nature and kind

whatsoever, and wherever situate including all proceeds thereof (the "Property"). Subject to further

Order of this Court, the Cumberland Group shall continue to carry on business in a manner

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consistent with the preservation of their business (the "Business") and Property. The Cumberland

Group are authorized and empowered to continue to retain and employ the employees, consultants,

agents, experts, accountants, counsel and such other persons (collectively "Assistants") currently

retained or employed by it, with liberty to retain such further Assistants as it deems reasonably

necessary or desirable in the ordinary course of business or for the carrying out of the tem.'s of this

Order.

6. THIS COURT ORDERS that the Cumberland Group shall be entitled to continue to utilize

the central cash management system currently in place, which is operated and managed by the

Proposal Trustee and will be continued to be operated and managed by the Monitor, or replace it

with another substantially similar central cash management system (the "Cash Management

System") and that any present or future bank providing the Cash Management System shall not be

under any obligation whatsoever to inquire into the propriety, validity or legality of any transfer,

payment, collection or other action taken under the Cash Management System, or as to the use or

application by the Cumberland Group of funds transferred, paid, collected or otherwise dealt with

in the Cash Management System, shall be entitled to provide the Cash Management System without

any liability in respect thereof to any Person (as hereinafter defined) other than the Cumberland

Group, pursuant to the teims of the documentation applicable to the Cash Management System, and

shall be, in its capacity as provider of the Cash Management System, an unaffected creditor under

the Plan with regard to any claims or expenses it may suffer or incur in connection with the provision

of the Cash Management System.

7. THIS COURT ORDERS that the Cumberland Group shall be entitled but not required to

pay the following expenses whether incurred prior to or after this Order:

(a) all outstanding and future wages, salaries, employee and pension benefits, vacation

pay and expenses payable on or after the date of this Order, in each case incurred in

the ordinary course of business and consistent with existing compensation policies

and arrangements; and

(b) the fees and disbursements of any Assistants retained or employed by the

Cumberland Group in respect of these proceedings, at their standard rates and

charges.

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8. THIS COURT ORDERS that, except as otherwise provided to the contrary herein, the

Cumberland Group shall be entitled but not required to pay all reasonable expenses incurred by the

Cumberland Group in carrying on the Business in the ordinary course after this Order, and in

carrying out the provisions of this Order, which expenses shall include, without limitation:

(a) all expenses and capital expenditures reasonably necessary for the preservation of

the Property or the Business including, without limitation, payments on account of

insurance (including directors and officers insurance), maintenance and security

services; and

(b) payment for goods or services actually supplied to the Cumberland Group following

the date of this Order.

9. THIS COURT ORDERS that the Cumberland Group shall remit, in accordance with legal

requirements, or pay:

(a) any statutory deemed trust amounts in favour of the Crown in right of Canada or of

any Province thereof or any other taxation authority which are required to be

deducted from employees' wages, including, without limitation, amounts in respect

of (i) employment insurance, (ii) Canada Pension Plan, and (iii) income taxes;

(b) all goods and services or other applicable sales taxes (collectively, "Sales Taxes")

required to be remitted by the Cumberland Group in connection with the sale of

goods and services by the Cumberland Group, but only where such Sales Taxes are

accrued or collected after the date of this Order, or where such Sales Taxes were

accrued or collected prior to the date of this Order but not required to be remitted

until on or after the date of this Order; and

(c) any amount payable to the Crown in right of Canada or of any Province thereof or

any political subdivision thereof or any other taxation authority in respect of

municipal realty, municipal business or other taxes, assessments or levies of any

nature or kind which are entitled at law to be paid in priority to claims of secured

creditors and which are attributable to or in respect of the carrying on of the Business

by the Cumberland Group.

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10. THIS COURT ORDERS that, except where any of the entities in the Cumberland Group

are a landlord, until a real property lease is disclaimed in accordance with the CCAA, the

Cumberland Group shall pay all amounts constituting rent or payable as rent under real property

leases (including, for greater certainty, common area maintenance charges, utilities and realty taxes

and any other amounts payable to the landlord under the lease) or as otherwise may be negotiated

between the Cumberland Group and the landlord from time to time ("Real), for the period

commencing from and including the date of this Order, twice-monthly in equal payments on the

first and fifteenth day of each month, in advance (but not in arrears). On the date of the first of such

payments, any Rent relating to the period commencing from and including the date of this Order

shall also be paid.

11. THIS COURT ORDERS that, except as specifically permitted herein or by further order

of this Court, the Cumberland Group are hereby directed, until further Order of this Court: (a) to

make no payments of principal, interest thereon or otherwise on account of amounts owing by the

Cumberland Group to any of its creditors as of this date; (b) to grant no security interests, trust,

liens, charges or encumbrances upon or in respect of any of its Property; and (c) to not grant credit

or incur liabilities except in the ordinary course of the Business.

12. THIS COURT ORDERS that the Applicants shall not, without further Order of this Court:

(a) make any disbursement out of the ordinary course of its Business exceeding in the aggregate

$100,000 in any calendar month; or (b) engage in any material activity or transaction not otherwise

in the ordinary course of its Business.

RESTRUCTURING

13. THIS COURT ORDERS that subject to paragraph 30 herein, the Cumberland Group shall,

subject to such requirements as are imposed by the CCAA, have the right to:

(a) permanently or temporarily cease, downsize or shut down any of its business or

operations, and to dispose of redundant or non-material assets not exceeding

$250,000 in any one transaction or $1,000,000 in the aggregate;

(b) terminate the employment of such of its employees or temporarily lay off such of its

employees as it deems appropriate;

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(c) pursue all avenues of refinancing of its Business or Property, in whole or part,

subject to prior approval of this Court being obtained before any material

refinancing; and

(d) pursue a sale or development of some or all of the Cumberland Group's Business

and Property,

all of the foregoing to permit the Cumberland Group to proceed with an orderly restructuring of the

Business (the "Restructuring").

14. THIS COURT ORDERS that the Cumberland Group shall provide each of the relevant

landlords with notice of the Cumberland Group's intention to remove any fixtures from any leased

premises at least seven (7) days prior to the date of the intended removal. The relevant landlord

shall be entitled to have a representative present in the leased premises to observe such removal

and, if the landlord disputes the Cumberland Group's entitlement to remove any such fixture under

the provisions of the lease, such fixture shall remain on the premises and shall be dealt with as

agreed between any applicable secured creditors, such landlord and the Cumberland Group, or by

further Order of this Court upon application by the Cumberland Group on at least two (2) days'

notice to such landlord and any such secured creditors. If the Cumberland Group disclaims the lease

governing such leased premises in accordance with Section 32 of the CCAA, it shall not be required

to pay Rent under such lease pending resolution of any such dispute (other than Rent payable for

the notice period provided for in Section 32(5) of the CCAA), and the disclaimer of the lease shall

be without prejudice to the Cumberland Group's claim to the fixtures in dispute.

15. THIS COURT ORDERS that if a notice of disclaimer is delivered pursuant to Section 32

of the CCAA, then (a) during the notice period prior to the effective time of the disclaimer, the

landlord may show the affected leased premises to prospective tenants during noimal business

hours, on giving the Cumberland Group and the Monitor 24 hours' prior written notice, and (b) at

the effective time of the disclaimer, the relevant landlord shall be entitled to take possession of any

such leased premises without waiver of or prejudice to any claims or rights such landlord may have

against the Cumberland Group in respect of such lease or leased premises, provided that nothing

herein shall relieve such landlord of its obligation to mitigate any damages claimed in connection

therewith.

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NO PROCEEDINGS AGAINST THE CUMBERLAND GROUP OR THE PROPERTY

16. THIS COURT ORDERS that until and including November 4, 2016, or such later date as

this Court may order (the "Stay Period"), no proceeding or enforcement process in any court or

tribunal (each, a "Proceeding") shall be commenced or continued against or in respect of the

Cumberland Group or the Monitor, or affecting the Business or the Property, except with the written

consent of the Monitor, or with leave of this Court, and any and all Proceedings currently under

way against or in respect of the Cumberland Group or affecting the Business or the Property are

hereby stayed and suspended pending further Order of this Court.

NO EXERCISE OF RIGHTS OR REMEDIES

17. THIS COURT ORDERS that during the Stay Period, all rights and remedies of any

individual, film, corporation, governmental body or agency, or any other entities (all of the

foregoing, collectively being "Persons" and each being a "Person") against or in respect of the

Cumberland Group or the Monitor, or affecting the Business or the Property, are hereby stayed and

suspended except with the written consent of the Monitor, or leave of this Court, provided that

nothing in this Order shall (i) empower the Cumberland Group to carry on any business which the

Cumberland Group is not lawfully entitled to carry on, (ii) affect such investigations, actions, suits

or proceedings by a regulatory body as are permitted by Section 11.1 of the CCAA, (iii) prevent the

filing of any registration to preserve or perfect a security interest, or (iv) prevent the registration of

a claim for lien.

NO INTERFERENCE WITH RIGHTS

18. THIS COURT ORDERS that during the Stay Period, no Person shall discontinue, fail to

honour, alter, interfere with, repudiate, terminate or cease to perform any right, renewal right,

contract, agreement, licence or permit in favour of or held by the Cumberland Group, except with

the written consent of the Cumberland Group and the Monitor, or leave of this Court.

CONTINUATION OF SERVICES

19. THIS COURT ORDERS that during the Stay Period, all Persons having oral or written

agreements with the Cumberland Group or statutory or regulatory mandates for the supply of goods

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and/or services, including without limitation all computer software, communication and other data

services, centralized banking services, payroll services, insurance, transportation services, utility or

other services to the Business or the Cumberland Group, are hereby restrained until further Order

of this Court from discontinuing, altering, interfering with or terminating the supply of such goods

or services as may be required by the Cumberland Group, and that the Cumberland Group shall be

entitled to the continued use of its current premises, telephone numbers, facsimile numbers, internet

addresses and domain names, provided in each case that the normal prices or charges for all such

goods or services received after the date of this Order are paid by the Cumberland Group in

accordance with normal payment practices of the Cumberland Group or such other practices as may

be agreed upon by the supplier or service provider and each of the Cumberland Group and the

Monitor, or as may be ordered by this Court.

NON-DEROGATION OF RIGHTS

20. THIS COURT ORDERS that, notwithstanding anything else in this Order, no Person shall

be prohibited from requiring immediate payment for goods, services, use of lease or licensed

property or other valuable consideration provided on or after the date of this Order, nor shall any

Person be under any obligation on or after the date of this Order to advance or re-advance any

monies or otherwise extend any credit to the Cumberland Group. Nothing in this Order shall

derogate from the rights conferred and obligations imposed by the CCAA.

PROCEEDINGS AGAINST DIRECTORS AND OFFICERS

21. THIS COURT ORDERS that during the Stay Period, and except as permitted by

subsection 11.03(2) of the CCAA, no Proceeding may be commenced or continued against any of

the former, current or future directors or officers of the Cumberland Group with respect to any claim

against the directors or officers that arose before the date hereof and that relates to any obligations

of the Cumberland Group whereby the directors or officers are alleged under any law to be liable

in their capacity as directors or officers for the payment or performance of such obligations, until a

compromise or arrangement in respect of the Cumberland Group, if one is filed, is sanctioned by

this Court or is refused by the creditors of the Cumberland Group or this Court.

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DIRECTORS' AND OFFICERS' INDEMNIFICATION AND CHARGE

22. THIS COURT ORDERS that the Cumberland Group shall indemnify its directors and

officers against obligations and liabilities that they may incur as directors or officers of the

Cumberland Group after the commencement of the within proceedings, except to the extent that,

with respect to any officer or director, the obligation or liability was incurred as a result of the

director's or officer's gross negligence or wilful misconduct.

23. THIS COURT ORDERS that the directors and officers of the Cumberland Group shall be

entitled to the benefit of and are hereby granted a charge (the "Directors' Charge") on the Property,

which charge shall not exceed an aggregate amount of $150,000, as security for the indemnity

provided in paragraph 22 of this Order. The Directors' Charge shall have the priority set out in

paragraphs 41 and 43 herein.

24. THIS COURT ORDERS that, notwithstanding any language in any applicable insurance

policy to the contrary, (a) no insurer shall be entitled to be subrogated to or claim the benefit of the

Directors' Charge, and (b) the Cumberland Group's directors and officers shall only be entitled to

the benefit of the Directors' Charge to the extent that they do not have coverage under any directors'

and officers' insurance policy, or to the extent that such coverage is insufficient to pay amounts

indemnified in accordance with paragraph 22 of this Order.

DIP FINANCING

25. THIS COURT ORDERS that the debtor-in-possession facility (the "DIP Facility") from

Davad Investments Inc. (the "DIP Lender"), on the terms and subject to the conditions set forth in

the commitment letter (the "Commitment Letter") dated July 15, 2016, substantially in the faun

attached as Appendix "G" of the Third Report of Fuller Landau, and approved by Order of

Honourable Mr. Justice Hainey dated August 24, 2016 in the Proposal Proceedings, shall be taken

up and continued in the within CCAA proceedings with full priority afforded to the DIP Facility

pursuant to such Order.

26. THIS COURT ORDERS that the Cumberland Group, at the direction of the Monitor, is

authorized and empowered to borrow under the DIP Facility from the DIP Lender on the teans and

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subject to the conditions set forth in the Commitment Letter and the Order of Honourable Mr.

Justice Hainey dated August 24, 2016.

PROTOCOL FOR CO-OPERATION

27. THIS COURT ORDERS AND DIRECTS that the Protocol For Cooperation Among

Canadian Court Officer and Israeli Functionary (the "Co-operation ProtocoP), between Fuller

Landau in its capacity as Proposal Trustee and Guy Gissin, in his capacity as Functionary Officer

("Israeli Functionary") appointed by the Israel District Court in Tel Aviv-Yafo in respect of

Urbancorp Inc., and approved by Order of Honourable Mr. Justice Newbould dated June 15, 2016

in the Proposal Proceedings, shall be taken up and continued in the within CCAA proceedings, and

shall continue to apply as between Fuller Landau in its capacity as the Monitor and the Israeli

Functionary. In the event of a conflict between the terms of this Order and the Co-operation

Protocol, the terms of this Order shall prevail.

CONTINUATION OF SALES PROCESS

28. THIS COURT ORDERS that the sales process (the "Sales Process") as described in the

Third Report of Fuller Landau, and approved by Order of Honourable Mr. Justice Hainey dated

August 24, 2016 in the Proposal Proceedings, shall be taken up and continued in the within CCAA

proceedings, provided that in addition thereto, Fuller Landau in its capacity as Monitor shall be

entitled to extend such bid deadlines in the Sales Process as it deems advisable or necessary for the

effective administration of the Sales Process. Any such changes to the Sales Process may be

communicated by e-mail blast and recorded on the Fuller Landau website dedicated to the

restructuring. Further, and without limiting the generality of the foregoing, Fuller Landau shall be

entitled to continue to execute and deliver the vesting certificates contemplated in the Vesting Order

of Mr. Justice Hainey made August 24, 2016 as Proposal Trustee, notwithstanding the

commencement of these CCAA proceedings.

APPOINTMENT OF MONITOR

29. THIS COURT ORDERS that Fuller Landau is hereby appointed pursuant to the CCAA as

the Monitor, an officer of this Court, to monitor the business and financial affairs of the Cumberland

Group with the powers and obligations set out in the CCAA or set forth herein and that the

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Cumberland Group and their shareholders, officers, directors, and Assistants shall not take any steps

with respect to the Cumberland Group, the Business or the Property, save and except under the

direction of the Monitor, pursuant to paragraph 30 of this Order, and shall co-operate fully with the

Monitor in the exercise of its powers and discharge of its obligations and provide the Monitor with

the assistance that is necessary to enable the Monitor to adequately carry out the Monitor's

functions.

30. THIS COURT ORDERS that the Monitor, in addition to its prescribed rights and

obligations under the CCAA, and without altering in any way the powers, abilities, limitations and

obligations of the Cumberland Group within, or as a result of these proceedings, be and is hereby

authorized, directed and empowered to:

(a) cause the Cumberland Group, or any one or more of them, to exercise rifts under

and observe its obligations under paragraphs 7, 8, 9, 10, 11 and 12 above;

(b) cause the Cumberland Group to perform such other functions or duties as the

Monitor considers necessary or desirable in order to facilitate or assist the

Cumberland Group in dealing with the Property;

(c) conduct, supervise and direct the Sales Process, or conduct, supervise and direct one

or more Court-approved sales and investor solicitation processes (with prior Court

approval if deemed appropriate by the Monitor) for portions of the Property or the

Business, including the solicitation of development proposals, and any procedures

regarding the allocation and/or distribution of proceeds of any transactions;

(d) cause the Cumberland Group to administer the Property and operations of the

Cumberland Group, including the control of receipts and disbursements, as the

Monitor considers necessary or desirable for the purposes of completing any

transaction, or for purposes of facilitating a Plan or Plans for some or all entities part

of the Cumberland Group, or parts of the Business;

(e) propose or cause the Cumberland Group or any one or more of the entities in the

Cumberland Group to propose one or more Plans in respect of the Cumberland

Group or any one or more of the entities in the Cumberland Group;

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(f)

(g)

engage advisors or consultants or cause the Cumberland Group to engage advisors

or consultants as the Monitor deems necessary or desirable to carry out the terms of

this Order or any other Order made in these proceedings or for the purposes of the

Plan and such persons shall be deemed to be "Assistants" under this Order;

apply to this Court for any orders necessary or advisable to carry out its powers and

obligations under this Order or any other Order granted by this Court including for

advice and directions with respect to any matter;

(h) meet and consult with the directors of the Cumberland Group as the Monitor deems

necessary or appropriate;

(i) meet with and direct management of the Cumberland Group with respect to any of

the foregoing including, without limitation, operational and restructuring matters;

(j) monitor the Cumberland Group's receipts and disbursements;

(k) approve Advance Requests under the DIP Facility;

(1) report to this Court at such times and intervals as the Monitor may deem appropriate

with respect to matters relating to the Property, the Business, and such other matters

as may be relevant to the proceedings herein;

(m) assist the Cumberland Group in its preparation of the Cumberland Group's cash flow

statements and reporting required by the Commitment Letter or the Court;

(n) hold and administer creditors' or shareholders' meetings for voting on the Plan or

Plans;

(o) have full and complete access to the Property, including the premises, books,

records, data, including data in electronic foi 114 and other financial documents of the

Cumberland Group, to the extent that is necessary to adequately assess the

Cumberland Group's business and financial affairs or to perform its duties arising

under this Order;

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(p)

(q)

be at liberty to engage legal counsel, real estate experts, or such other persons as the

Monitor deems necessary or advisable respecting the exercise of its powers and

perfoimance of its obligations under this Order; and

perform such other duties as are required by this Order or by this Court from time to

time, provided, however, that the Monitor shall comply with all applicable law and

shall not have any authority or power to elect or to cause the election or removal of

directors of any of the entities in the Cumberland Group or any of their subsidiaries.

31. THIS COURT ORDERS that the Cumberland Group and their advisors shall cooperate

fully with the Monitor and any directions it may provide pursuant to this Order and shall provide

the Monitor with such assistance as the Monitor may request from time to time to enable the Monitor

to carry out its duties and powers as set out in this Order or any other Order of this Court under the

CCAA or applicable law generally.

32. THIS COURT ORDERS that the Monitor shall not take possession of the Property and

shall not, by fulfilling its obligations hereunder, be deemed to have taken or maintained possession

or control of the Business or the Property, or any part thereof and that nothing in this Order, or

anything done in pursuance of the Monitor's duties and powers under this Order, shall deem the

Monitor to occupy or to take control, care, charge, possession or management (separately and/or

collectively, "Possession") of any of the Property that might be environmentally contaminated,

might be a pollutant or a contaminant, or might cause or contribute to a spill, discharge, release or

deposit of a substance contrary to any federal, provincial or other law respecting the protection,

conservation, enhancement, remediation or rehabilitation of the environment or relating to the

disposal of waste or other contamination including, without limitation, the Canadian Environmental

Protection Act, the Ontario Environmental Protection Act, the Ontario Water Resources Act, or the

Ontario Occupational Health and Safety Act and regulations thereunder (the "Environmental

Legislation"), provided however that nothing herein shall exempt the Monitor from any duty to

report or make disclosure imposed by applicable Environmental Legislation.

33. THIS COURT ORDERS that, without limiting the provisions herein, all employees of the

Cumberland Group shall remain employees of the Cumberland Group until such time as the

Cumberland Group may terminate the employment of such employees. Nothing in this Order shall,

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in and of itself, cause the Monitor to be liable for any employee-related liabilities or duties,

including, without limitation, wages, severance pay, termination pay, vacation pay and pension or

benefit amounts, as applicable.

34. THIS COURT ORDERS that that the Monitor shall provide any creditor of the

Cumberland Group with information provided by the Cumberland Group in response to reasonable

requests for information made in writing by such creditor addressed to the Monitor. The Monitor

shall not have any responsibility or liability with respect to the information disseminated by it

pursuant to this paragraph. In the case of information that the Monitor has been advised by the

Cumberland Group is confidential, the Monitor shall not provide such information to creditors

unless otherwise directed by this Court or on such terms as the Monitor and the Cumberland Group

may agree.

35. THIS COURT ORDERS that, in addition to the rights and protections afforded the

Monitor under the CCAA or as an officer of this Court, the Monitor shall incur no liability or

obligation as a result of its appointment or the carrying out of the provisions of this Order, save and

except for any gross negligence or wilful misconduct on its part. Nothing in this Order shall derogate

from the protections afforded the Monitor by the CCAA or any applicable legislation.

36. THIS COURT ORDERS that the Monitor, counsel to the Monitor and counsel to the

Cumberland Group shall be paid their reasonable fees and disbursements, in each case at their

standard rates and charges, by the Cumberland Group as part of the costs of these proceedings. The

Cumberland Group is hereby authorized and directed to pay the accounts of the Monitor, counsel

for the Monitor and counsel for the Cumberland Group and any Assistants retained by the Monitor

on a weekly basis and, in addition, the Cumberland Group is hereby authorized to pay to the

Monitor, counsel to the Monitor, and counsel to the Cumberland Group and any Assistants retained

by the Monitor, such reasonable retainers as may be requested to be held by them as security for

payment of their respective fees and disbursements outstanding from time to time. The Cumberland

Group is also authorized and directed to pay the fees and disbursements of Fuller Landau as

Proposal Trustee, the fees and disbursements of the Proposal Trustee's counsel and the fees and

disbursements of counsel to Cumberland Group up to the date of this Order in respect of the

Proposal Proceedings of the Cumberland Group.

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37. THIS COURT ORDERS that Fuller Landau in its capacity as Monitor, and its legal

counsel shall pass their accounts from time to time, and for this purpose the accounts of the Monitor

and its legal counsel are hereby referred to a judge of the Commercial List of the Ontario Superior

Court of Justice.

38. THIS COURT ORDERS that the Monitor, counsel to the Monitor, and the Cumberland

Group's counsel shall be entitled to the benefit of and are hereby granted a charge (the

"Administration Charge") on the Property, which charge shall not exceed an aggregate amount of

$250,000, as security for their professional fees and disbursements incurred at the standard rates

and charges of the Monitor and such counsel, both before and after the making of this Order in

respect of these proceedings and the Proposal Proceedings. The Administration Charge shall have

the priority set out in paragraphs 41 and 43 hereof.

DIP LENDER'S CHARGE

39. THIS COURT ORDERS that the DIP Lender's Charge granted by Order of Honourable

Mr. Justice Hainey dated August 24, 2016 shall continue in this proceeding with the priority set out

in paragraphs 41 and 43 hereof.

40. THIS COURT ORDERS AND DECLARES that the DIP Lender shall be treated as

unaffected in any plan of arrangement or compromise filed by any entity in the Cumberland Group

under the CCAA, with respect to any advances made under the DIP Facility.

VALIDITY AND PRIORITY OF CHARGES CREATED BY THIS ORDER

41. THIS COURT ORDERS that the priorities of the Administration Charge, the DIP Lender's

Charge, and the Directors' Charge as among them, shall be as follows:

First — Administration Charge to the maximum amount of $250,000;

Second — DIP Lender's Charge to the maximum amount of $2,000,000; and

Third — Directors' Charge to the maximum amount of $150,000.

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42. THIS COURT ORDERS that the filing, registration or perfection of the Administration

Charge, the DIP Lender's Charge, or the Directors' Charge (collectively, the "Charges") shall not

be required, and that the Charges shall be valid and enforceable for all purposes, including as against

any right, title or interest filed, registered, recorded or perfected subsequent to the Charges coming

into existence, notwithstanding any such failure to file, register, record or perfect.

43. THIS COURT ORDERS that each of the Charges shall constitute a charge on the Property

and such Charges shall rank in priority to all other security interests, trusts, liens, charges and

encumbrances, claims of secured creditors, statutory or otherwise (collectively, "Encumbrances")

in favour of any Person, provided however that, for the purposes of each of the Charges, the

Property shall not include cash collateral posted with the Bank of Montreal in respect of letters of

credit.

44. THIS COURT ORDERS that except as otherwise expressly provided herein, or as may be

approved by this Court, the Cumberland Group shall not grant any Encumbrances over any Property

that rank in priority to, or pari passu with, any of the Charges, unless the Cumberland Group also

obtains the prior written consent of the Monitor, the DIP Lender and the beneficiaries of the

Charges, or further Order of this Court.

45. THIS COURT ORDERS that the Charges shall not be rendered invalid or unenforceable

and the rights and remedies of the chargees entitled to the benefit of the Charges (collectively, the

"Chargees") thereunder shall not otherwise be limited or impaired in any way by (a) the pendency

of these proceedings and the declarations of insolvency made herein; (b) any application(s) for

bankruptcy order(s) issued pursuant to BIA, or any bankruptcy order made pursuant to such

applications; (c) the filing of any assignments for the general benefit of creditors made pursuant to

the BIA; (d) the provisions of any federal or provincial statutes; or (e) any negative covenants,

prohibitions or other similar provisions with respect to borrowings, incurring debt or the creation

of Encumbrances, contained in any existing loan documents, lease, sublease, offer to lease or other

agreement (collectively, an "Agreement") which binds the Cumberland Group, and

notwithstanding any provision to the contrary in any Agreement:

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(a) neither the creation of the Charges nor the execution, delivery, or performance of

the Commitment Letter shall create or be deemed to constitute a breach by the

Cumberland Group of any Agreement to which it is a party;

(b)

(c)

none of the Chargees shall have any liability to any Person whatsoever as a result of

any breach of any Agreement caused by or resulting from the Cumberland Group

entering into the Commitment Letter or the creation of the Charges; and

the payments made by the Cumberland Group pursuant to this Order, the

Commitment Letter, and the granting of the Charges, do not and will not constitute

preferences, fraudulent conveyances, transfers at undervalue, oppressive conduct, or

other challengeable or voidable transactions under any applicable law.

46. THIS COURT ORDERS that any Charge created by this Order over leases of real property

in Canada shall only be a Charge in the Cumberland Group's interest in such real property leases.

SERVICE AND NOTICE

47. THIS COURT ORDERS that the Monitor shall without delay, publish in the Globe & Mail

— Toronto Edition, a notice containing the information prescribed under the CCAA, and within five

days after the date of this Order, make this Order publicly available in the manner prescribed under

the CCAA, and that the actions of the Monitor pursuant to paragraph 47 hereof together with the

notices that Fuller Landau has already sent to known creditors in the Proposal Proceedings shall

satisfy the requirements under Section 23(1)(a) of the CCAA and the regulations made thereunder.

48. THIS COURT ORDERS that the E-Service Protocol of the Commercial List (the

"Protocol") is approved and adopted by reference herein and, in this proceeding, the service of

documents made in accordance with the Protocol (which can be found on the Commercial List

web site at http ://www. ontario courts . ca/s cj /practicelpractice-directionsitoronto/e-service-protocol/)

shall be valid and effective service. Subject to Rule 17.05 this Order shall constitute an order for

substituted service pursuant to Rule 16.04 of the Rules of Civil Procedure. Subject to Rule 3.01(d)

of the Rules of Civil Procedure and paragraph 21 of the Protocol, service of documents in

accordance with the Protocol will be effective on transmission. This Court further orders that a Case

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Website shall be established in accordance with the Protocol with the following URL:

http://fullerllp.com/active engagements/edge-triangle-park-inc/

49. THIS COURT ORDERS that if the service or distribution of documents in accordance

with the Protocol is not practicable, the Cumberland Group and the Monitor are at liberty to serve

or distribute this Order, any other materials and orders in these proceedings, any notices or other

correspondence, by forwarding true copies thereof by prepaid ordinary mail, courier, personal

delivery or facsimile transmission to the Cumberland Group's creditors or other interested parties

at their respective addresses as last shown on the records of the Cumberland Group and that any

such service or distribution by courier, personal delivery or facsimile transmission shall be deemed

to be received on the next business day following the date of forwarding thereof, or if sent by

ordinary mail, on the third business day after mailing.

GENERAL

50. THIS COURT ORDERS that the Cumberland Group or the Monitor may from time to

time apply to this Court for advice and directions in the discharge of its powers and duties

hereunder.

51. THIS COURT ORDERS that nothing in this Order shall prevent the Monitor from acting

as an interim receiver, a receiver, a receiver and manager, or a trustee in bankruptcy of the

Cumberland Group, the Business or the Property.

52. THIS COURT HEREBY REQUESTS the aid and recognition of any court, tribunal,

regulatory or administrative body having jurisdiction in Canada, in Israel or elsewhere, to give

effect to this Order and to assist the Cumberland Group, the Monitor and their respective agents in

carrying out the teinis of this Order. All courts, tribunals, regulatory and administrative bodies are

hereby respectfully requested to make such orders and to provide such assistance to the Cumberland

Group and to the Monitor, as an officer of this Court, as may be necessary or desirable to give effect

to this Order, to grant representative status to the Monitor in any foreign proceeding, or to assist the

Cumberland Group and the Monitor and their respective agents in carrying out the terms of this

Order.

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53. THIS COURT ORDERS that each of the Cumberland Group and the Monitor be at liberty

and is hereby authorized and empowered to apply to any court, tribunal, regulatory or administrative

body, wherever located, for the recognition of this Order and for assistance in carrying out the terms

of this Order, and that the Monitor is authorized and empowered to act as a representative in respect

of the within proceedings for the purpose of having these proceedings recognized in a jurisdiction

outside Canada.

54. THIS COURT ORDERS that any interested party (including the Cumberland Group and

the Monitor) may apply to this Court to vary or amend this Order on not less than seven (7) days'

notice to any other party or parties likely to be affected by the order sought or upon such other

notice, if any, as this Court may order.

55. THIS COURT ORDERS that this Order and all of its provisions are effective as of

12:01 a.m. Eastern Standard/Daylight Time on the date of this Order.

ENTERED AT / INSCRIT A TORONTOON NO:LE /DANS LE REGISTRE NO:

OCT 0 7 2016

PER / PAR:

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This bulletin provides clarification of the application of the Land Transfer Tax Act (Act) toconveyances involving trusts.

This bulletin replaces Tax Bulletin LTT 9-2000. The Guide to the Requirements to EvidenceNIL Value of Consideration for Conveyances Involving Trusts replaces the previousguides numbered LT106, LT107 and LT108 which were attached to Tax Bulletin LTT 9-2000.

The information in this bulletin does not replace the law found in the Land Transfer Tax Act andrelated regulations.

1 General1.1. IntroductionA conveyance involving trusts may be submitted for registration as an electronic document ortendered directly to the Land Registrar for processing and registration, without preapproval fromthe Ministry of Finance (ministry).

Supplementary documentation must be provided as set out below.

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2. When There has been No Change in Beneficial Ownership2.1. GeneralProvided there has been no change in beneficial ownership since the transferor obtainedregistered title, the "Value of the Consideration" (as defined in the Act) for a subsequent trustconveyance will be NIL. As a result, there is no land transfer tax payable.

2.2. Electronic RegistrationIn order to electronically register a conveyance involving a trust where there has been no changein beneficial ownership, the following statements on the Nominal Tab must be selected:

Statement 9049 - Explanation for nominal consideration:AND EITHER

Statement 9051 - b) trustee to trustee (evidence required to be submitted)OR

Statement 9052 - c) beneficial owner to trustee (evidence required to be submitted)OR

Statement 9053 - d) trustee to beneficial owner (evidence required to be submitted)

The evidence which is required to be submitted is a completed supplementary trust affidavit

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setting out the facts which entitle the instrument to be registered with nil "Value of theConsideration". This affidavit is to be submitted to the Ministry of Finance.

2.3. Paper RegistrationIn order to register a paper Transfer/Deed involving a trust where there has been no change inthe beneficial ownership, the following documents must be presented for registration in order forregistration to take place without the payment of tax:

three original signed Land Transfer Tax Affidavit forms. One affidavit is attached to the originalTransfer/Deed, one is attached to the duplicate Transfer/Deed and the third unattached affidavitis to be tendered to the Land Registrar, and

a completed supplementary trust affidavit setting out the facts which entitle the instrument tobe registered with nil "Value of the Consideration".

2.4. Supplementary Trust AffidavitThe Ministry has prepared a Guide to the Requirements to Evidence NIL Value ofConsideration for Conveyances Involving Trusts. This guide must be followed whenpreparing the supplementary trust affidavit and is attached to this bulletin.

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3. Change in Beneficial Ownership Prior to July 19, 19893.1. GeneralIf there has been no change in beneficial ownership since the transferor acquired title to theproperty, the "Value of the Consideration" will be nil for a conveyance in which only the legal titleto the land is transferred. However, where there was a change in beneficial ownership after thetransferor acquired title and before July 19, 1989, land transfer tax will be payable on registrationof the conveyance.

3.2. Trustee to Beneficial OwnerIn the case of a conveyance from a trustee to a beneficial owner where:

the beneficial owner was not the beneficial owner at the time the trustee acquired legal title and

the beneficial owner obtained beneficial ownership prior to July 19, 1989,

the Land Transfer Tax Affidavit must be completed showing the "Value of the Consideration"for the transaction which resulted in the change in beneficial ownership. Tax is payable when theconveyance to the beneficial owner is registered. No supplementary trust affidavit is required forregistration.

3.3. Trustee to TrusteeIn the case of a conveyance from a trustee-transferor to a trustee-transferee where:

the beneficial ownership changed after the trustee-transferor acquired registered title, and

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the beneficial ownership changed prior to July 19, 1989, and valuable consideration was givento obtain beneficial ownership,

the definition of "Value of the Consideration" deems the consideration to be equal to the fairmarket value of the land at the date of registration. The Land Transfer Tax Affidavit must becompleted showing the deemed "Value of the Consideration", and tax is payable when theconveyance to the trustee-transferee is registered. No supplementary trust affidavit is requiredfor registration.

3.4. Beneficial Owner to TrusteeIn the case of a conveyance from a beneficial owner to a trustee where:

the beneficial owner was originally registered on title as a trustee and

the beneficial owner obtained his or her beneficial ownership after acquiring legal title and priorto July 19, 1989,

the Land Transfer Tax Affidavit must be completed showing the "Value of the Consideration"for the transaction in which the beneficial owner obtained beneficial ownership. Tax is payablewhen the conveyance to the trustee is registered. No supplementary trust affidavit is required forregistration.

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4. Change in Beneficial Ownership After July 18, 19894.1. Unregistered DispositionsA change in beneficial ownership in land which occurred after July 18, 1989, evidence of which isnot registered on title within 30 days of the change, is subject to tax under section 3 of the Act. AReturn on the Acquisition of a Beneficial Interest in Land form must be submitted to theminister within 30 days of the change in beneficial ownership. If this has been overlooked, theministry encourages you to make use of its Voluntary Disclosure Policy, in which any penalties fornot filing the return and paying the tax on time may be waived when certain conditions are met.For more information, please refer to the ministry's Voluntary Disclosure bulletin which maybe obtained by contacting the ministry at 1 866 ONT-TAXS (1 866 668-8297), or on the ministry'swebsite ontario.ca/finance.

4.2. Tax Previously PaidSubsection 3(6) of the Act provides that if the tax is paid under section 3 of the Act, then anysubsequent registration evidencing the change in beneficial ownership will not attract tax asecond time under section 2 of the Act. However, the minister must be satisfied that theregistration will evidence only the change in beneficial ownership upon which tax was paid. Inorder to register a transfer/deed involving a trust in which there has been a change of beneficialownership since the transferor obtained title, an application under subsection 3(7) must be madeto the minister at the address at the end of this bulletin.

4.3. Electronic Registration

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Where the transfer is to be submitted electronically, the following documentation must besubmitted to the Land and Resource Taxes section of the ministry to obtain an endorsement toindicate that land transfer tax has been paid:

two hard copies of the document to be registered, and

a completed supplementary trust affidavit. The Guide to the Requirements to Evidence NILValue of Consideration for Conveyances Involving Trusts, must be followed whenpreparing the supplementary trust affidavit, with modifications setting out the particulars of thechange in beneficial ownership, the consideration paid and the date tax was paid to theministry.

The land transfer statements must be completed on the hard copies of the document to besubmitted for registration. Statement 9089 must be selected under the exemption tab of theelectronic affidavit:

"Tax has been paid directly to the Ministry of Finance and documents endorsed accordingly asconfirmed by receipt no. NUMBER (evidence needs to be submitted)".

One hard copy of the document to be registered will be endorsed by the ministry with the receiptnumber, and returned. This endorsed document must be submitted to the Land Registrar asevidence that the endorsement from the ministry was received.

4.4. Paper RegistrationIf a paper Transfer/Deed will be registered, then the following documentation must be submittedto the Land and Resource Taxes section of the ministry to obtain an endorsement by the ministryto indicate that land transfer tax has been paid:

one original and two duplicate copies of the Transfer/Deed to be registered, and

a completed supplementary trust affidavit. The Guide to the Requirements to Evidence NILValue of Consideration for Conveyances Involving Trusts must be followed whenpreparing the supplementary trust affidavit, with modifications setting out the particulars of thechange in beneficial ownership, the consideration paid and the date tax was paid to theministry.

The original and one duplicate copy of the Transfer/Deed will be endorsed by the ministry andreturned for registration.

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5. Additional InformationIf this bulletin does not completely address your particular situation, refer to the Act and relatedregulations, visit our website at ontario.ca/finance or contact:

Ministry of FinanceAudit Branch

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33 King Street WestPO Box 625Oshawa ON L1H 8H9

1-866-ONT-TAXS (1-866-668-8297)

Fax: 905-433-5770

1-800-263-7776 for teletypewriter (TTY)

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To obtain the most current version of this document, visit ontario.ca/finance and enter 553 in the find page field atthe bottom of the webpage or contact the ministry at 1 866 668-8297 (1 800 263-7776 for teletypewriter).

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Westside Gallery Lofts Asset and Liability Summary as at September 20, 2018(Note 1) Book Value

As at September 20,

2018 ($000's)

AssetsCash 921 Short-term Investments 239 Accounts Receivable 272 Harris Sheaffer Trust 295 Inventory - Condominium 1,075 HST/GST recoverable 7 Intercompany receivable 5,004 Intercompany receivable - KSV non-applicant filing entities 2,729 Intercompany receivable - KSV 12 Intercompany receivable - Edge 175

10,729

LiabilitiesAP and Accrued Liabilities 1,080 Intercompany payables 2,129

3,209

Note:1) The book values summarized represent amounts reflected in the company's trial balance at September 20, 2018. Based on the Monitor's review to date, several asset account balances should either be written off in their entirety,or reduced in value.

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SERVICE LIST

DLA PIPER (CANADA) LLP 1 First Canadian Place, Suite 6000 100 King St. W. Toronto, ON M5X 1E2 Edmond E.B. Lamek Tel: 416-365-4444 Email: [email protected] Danny M. Nunes Tel: 416-365-3421 Email: [email protected] Lawyers for the Urbancorp CCAA Entities

DENTONS CANADA LLP 77 King Street West #400, Toronto, ON M5K 0A1 Neil S. Rabinovitch Tel: 416-863-4656 Email: [email protected] Kenneth Kraft Tel: 416-863-4374 E-mail: [email protected] Lawyers for Reznik, Paz, Nevo Trustees Ltd., in its capacity as the Trustee for the Debenture Holders (Series A) and Adv. Guy Gissin, in his capacity as the Israeli Functionary of Urbancorp. Inc.

THE FULLER LANDAU GROUP INC. 151 Bloor Street West, 12th Floor Toronto, ON M5S 1S4 Gary Abrahamson Tel: 416-645-6524 Fax: 416-645-6501 Email [email protected] Adam Erlich Tel: 416-645-6560 Fax: 416-645-6501 Email: [email protected] The Proposal Trustee

GOLDMAN SLOAN NASH & HABER (GSNH) LLP 480 University Avenue, Suite 1600 Toronto, ON M5G 1V2 Mario Forte Tel: 416-597-6477 Fax: 416-597-3370 Email: [email protected] Robert J. Drake Tel: 416-597-5014 Fax: 416-597-3370 Email: [email protected] Lawyers for the Proposal Trustee

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mailto:[email protected]







BENNETT JONES LLP 3400 One First Canadian Place P.O. Box 130 Toronto, ON M5X 1A4 S. Richard Orzy Tel: 416-777-5737 Email: [email protected] Raj Sahni Tel: 416-863-1200 Email: [email protected] Jonathan G. Bell Tel : 416-777-6511 Email : [email protected] Lawyers for the Edge Companies and Alan Saskin

CHAITONS LLP 5000 Yonge Street, 10th Floor Toronto, ON M2N 7E9 Harvey Chaiton Tel: 416-218-1129 Email: [email protected] Lawyers for BMO

TORYS LLP 79 Wellington Street West, 30th Floor Box 270, TD South Tower Toronto, ON M5K 1N2 Scott A. Bomhof Tel: 416-865-7370 Email: [email protected] Lawyers for First Capital Realty

ROBINS APPLEBY LLP 120 Adelaide Street West, Suite 2600 Toronto, ON M5H 1T1 Leor Margulies Tel: 416-360-3372 Email: [email protected] Dominique Michaud Tel: 416-360-3795 Email: [email protected] Lawyers for Terra Firma Capital Corporation

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BANK OF MONTREAL First Canadian Place 18th Floor, 100 King Street West Toronto ON M5X 1A1 Greg Fedoryn Tel: 416-643-1623 Email: [email protected] Eden Orbach Email: [email protected]

GOWLING WLG (CANADA) LLP 1 First Canadian Place, 100 King Street West Suite 1600 Toronto, Ontario M5X 1G5 Clifton Prophet Tel: 416-862-4340 Email: [email protected] Lilly Wong Tel: 416-369-4630 Email: [email protected] Frank Lamie Tel: 416-862-3609 Email: [email protected] Lawyers for CIBC and CIBC Mortgage Inc.

DEPARTMENT OF JUSTICE Ontario Regional Office The Exchange Tower, Box 36 130 King Street West Toronto, ON M5X 1K6 Fozia Chaudary Tel: 416-952-7722 Email: [email protected] Lawyers for the Department of Justice

MINISTRY OF FINANCE 777 Bay Street, 11th Floor Toronto, ON M5G 2C8 Kevin O'Hara Tel: 416-327-8463 Email: [email protected] Lawyers for the Ministry of Finance

TORYS LLP 79 Wellington Street West, 30th Floor Box 270, TD South Tower Toronto, ON M5K 1N2 Adam M. Slavens Tel: 416-865-7333 Email: [email protected] Lawyers for Tarion Warranty Corporation

HARRIS SHEAFFER LLP Yonge Corporate Centre 4100 Yonge Street, Suite 610 Toronto, ON M2P 2B5 Barry Rotenberg Tel: 416-250-3699 Email: [email protected]

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ROSENSTEIN LAW P.C. 5255 Yonge Street, Suite 1300 Toronto, ON M2N 6P4 Jonathan Rosenstein Tel: 416-639-2123 Email: [email protected] Lawyers for Aviva Insurance Company of Canada

MILLER WASTE SOLUTIONS GROUP INC. 73 Brydon Drive Toronto, ON M9W 4N3 Jason Tower Email: [email protected] Rob Spinopoli Email: [email protected]

GARFINKLE, BIDERMAN LLP 1 Adelaide Street East, Suite 801 Toronto, Ontario M5C 2V9 Monica Peters Tel: 416-869-7647 E-mail: [email protected] Lawyers for MDF Mechanical Ltd.

MVL LEASING LIMITED 1064 South Service Rd. E. Oakville, ON L6J 2X7 Fax: 905-901-3825 Email: [email protected]

MVL FINANCIAL SERVICES LIMITED 1064 South Service Rd. E. Oakville, ON L6J 2X7 Fax: 905-901-3825 Email: [email protected]

CANADIAN MORTGAGE SERVICING CORPORATION 20 Adelaide Street E., Suite 900 Toronto, ON M5C 2T6 Fax: 416-867-1303

CANADIAN IMPERIAL BANK OF COMMERCE 595 Bay Street, 5th Floor Toronto, ON M5G 2C2

TEPLITSKY, COLSON LLP Barristers 70 Bond Street, Suite 200 James M. Wortzman Catherine Allen Tel: 416-365-9320 Email: [email protected] Email: [email protected] Lawyers for Atrium Mortgage Investment Corporation

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LAURENTIAN BANK OF CANADA 1981, av. McGill College, bur. 1675 Montréal (Québec) H3A 3K3 Alexandre LeBlanc Tel: 514-284-4500 x 2145 Email: [email protected]

HENDRICK AND MAIN DEVELOPMENTS INC. 85 Hanna Ave., Suite 400 Toronto, ON M6K 3S3 Tel: 416-504-4114 Fax: 416-941-1655

BANK OF MONTREAL, AS ADMINISTRATIVE AGENT First Canadian Place, 11th Floor Toronto, ON M5X 1A1

TORKIN MANES LLP 151 Yonge Street, Suite 1500 Toronto, ON M5C 2W7 Kayla Kwinter Tel: 416-777-5420 Email: [email protected] Lawyers for MDF Mechanical Limited

LOOPSTRA NIXON LLP 135 Queens Plate Drive, Suite 600 Toronto, ON M9W 6V7 Michael McWilliams Tel: 416-748-4766 Email: [email protected] Lawyers for 207875 Ontario Limited carrying on business as Canadian Rental Centres

CITY OF TORONTO Legal Services 55 John Street, 26th Floor Toronto, ON M5V 3C6 Christopher P. Henderson Email: [email protected]

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DICKINSON WRIGHT LLP 199 Bay St., Suite 2200 Toronto, ON M5L 1G4 David P. Preger Tel: 416-646-4606 Email: [email protected] Lawyers for Downing Street Financial Inc.

LEVINE SHERKIN BOUSSIDAN 23 Lesmill Road, #300 Toronto, ON M3B 3P6 Kevin Sherkin Tel: 416-224-2400 Email: [email protected] Jeremy Sacks Tel: 416-224-2400 x 119 Email: [email protected] Lawyers for Dolvin Mechanical Contractors Ltd.

FINE & DEO 3100 Steeles Ave. W, Suite 300 Vaughan, ON L4K 3R1 Jonathan Fine Tel: 905-760-1800 x 226 Email: [email protected] Maria Dimakas Tel: 905-760-1800 x 247 Email: [email protected] Lawyers for Toronto Standard Condominium Corporation No. 2448.

FIRST CAPITAL REALTY INC. 85 Hannah Ave., Suite 400 Toronto, ON M6K 3S3 Tel: 416-504-4114 Fax: 416-941-1655

TERRA FIRMA CAPITAL CORPORATION 22 St. Clair Avenue East, Suite 200 Toronto, ON M4T 2S5 Glenn Watchorn President Email: [email protected]

TERRA FIRMA CAPITAL CORPORATION 5000 Yonge Street, Suite 1502 Toronto, ON M2N 7E9 Glenn Watchorn President Email: [email protected]

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FIRST CAPITAL (S.C.) CORPORATION 85 Hannah Ave., Suite 400 Toronto, ON M6K 3S3 Tel: 416-504-4114 Fax: 416-941-1655

TERRA FIRMA REALTY CORPORATION 1 Toronto Street, Suite 700 Toronto, ON M5C 2V6 Glenn Watchorn President Email: [email protected]

TERRA FIRMA CAPITAL CORPORATION 1 Toronto Street, Suite 700 Toronto, ON M5C 2V6 Glenn Watchorn President Email: [email protected]

MILLER THOMSON LLP 100 New Park Place, Suite 700 Vaughan, Ontario L4K 0H9 Enzo Di Iorio Tel: 905.532.6613 Email: [email protected] Cara Shamess Tel: 905.532.6610 Email: [email protected] Lawyers for Mid-Northern

GOODMANS LLP Bay Adelaide Centre 333 Bay Street, Suite 3400 Toronto, ON M5H 2S7 Mark Dunn Tel: 416-849-6895 Email: [email protected] Lawyers for Toronto Media Arts Cluster

FASKEN MARTINEAU DUMOULIN LLP 333 Bay Street, Suite 2400 Toronto, ON M5H 2T6 Nora Kharouba Tel: 416-865-5163 Email: [email protected] Lawyers for HomeLife Landmark Realty Inc.

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McMILLAN LLP Brookfield Place, Suite 4400 181 Bay Street Toronto, ON M5J 2T3 Paul Avis Tel: 416-865-7006 Email: [email protected] Lawyers for RBC and BNS

DRUDI ALEXIOU KUCHAR LLP 7050 Weston Rd. Suite 610 Vaughan, ON L4L 8G7 Marco Drudi Tel: 905-850-6116 Email: [email protected] Lawyers for Paramount Structures Ltd.

BLAKE, CASSELS & GRAYDON LLP 199 Bay Street, Suite 4000 Commerce Court West Toronto ON M5L 1A9 Steven J. Weisz Tel: 416-863-2616 Email: [email protected] Lawyers for Laurentian Bank of Canada

ALVAREZ & MARSAL CANADA INC. 200 Bay Street, Suite 2900 Toronto, ON M5J 2J1 Tony Zaspalis Tel: 416-847-5171 Email: [email protected] Amanda Favot Tel: 416-847-5163 Email: [email protected] Ryan Gruneir Tel: 416-847-5151 Email: [email protected] Construction Receiver over Urbancorp (Leslieville) Developments Inc., Urbancorp (The Beach) Developments Inc., and Urbancorp (Riverdale) Developments Inc.

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TORYS LLP 79 Wellington Street W. Suite 3000 Toronto, ON M5K 1N2 Scott Bomhof Tel: 416-865-7370 Email: [email protected] Crawford Smith Tel: 416-865-8209 Email: [email protected] Lawyers for First Captial (King Liberty – Retail) Corporation, King Liberty North Corporation, and First Capital (S.C.) Corporation

DELZOTTO ZORZI LLP 4810 Dufferin Street, Suite D Toronto, ON M3H 5S8 Robert W. Calderwood Tel.: 416-665-5555 E-mail: [email protected] Sabrina Adamski Tel.: 416-665-5555 E-mail: [email protected] Lawyers for Furkin Construction Inc. and GMF Consulting Inc.

A. FARBER & PARTNERS INC. 150 York Street, Suite 1600, Toronto, ON, M5H 3S5 Hylton Levy, CPA, CA, CIRP, LIT Tel: 416-496-3070 Email: [email protected] Financial Advisor for Adv. Guy Gissin, in his capacity as the Israeli Functionary of Urbancorp. Inc.

KSV ADVISORY INC. 150 King Street West, Suite 2308 Toronto, ON M5H 1J9 Bobby Kofman Tel: 416-932-6228 Email: [email protected] Noah Goldstein Tel: 416-932-6228 Email: [email protected] CCAA Monitor for Urbancorp Toronto Management Inc. et al.

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CASSELS BROCK & BLACKWELL LLP 40 King St. West, Suite 2100 Toronto, ON M5H 3C2 Attention: Mark St. Cyr Mark St. Cry Tel: 416-869-5462 Email: [email protected] Lawyers for Case Realty

FOGLER, RUBINOFF LLP 77 King St. W., Suite 3000, PO Box 95 Toronto, ON M5K 1G8 Jared B. Schwartz Tel: 416-864-7623 Email: [email protected] Kate Parker Tel: 416-864-9700 x 151 Email: [email protected] Lawyers for Terraplan Landscape Architects Ltd.

DAVIES WARD PHILLIPS & VINEBERG LLP 155 Wellington Street West Toronto, ON M5V 3J7 Robin B. Schwill Tel: 416-863-5502 Email: [email protected] Jay Swartz Tel: 416-863-5520 Email: [email protected] Lawyers for KSV Kofman Inc., in its capacity as CCAA Monitor for Urbancorp Toronto Management Inc. et al.

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IN THE MATTER OF THE COMPANIES CREDITORS ARRANGEMENT ACT, R.S.C.1985, c. C-36, AS AMENDED

URBANCORP CUMBERLAND 2 GP INC., URBANCORP CUMBERLAND 2 L.P., BOSVEST INC., EDGE ON TRIANGLE PARK INC., AND EDGE RESIDENTIAL INC. (COLLECTIVELY, THE "APPLICANTS") PURSUANT TO THE COMPANIES' CREDITORS ARRANGEMENT ACT (the "CCAA")



(COMMERCIAL LIST)

Proceeding commenced at Toronto

MOTION RECORD OF THE FULLER LANDAU GROUP INC. AS

MONITOR OF THE APPLICANTS

(Returnable October 25, 2018 for Transfer of Assets, Bankruptcy of Triangle and Residential, and CCAA Protection of Westside Galley Lofts

Inc.)

GOLDMAN SLOAN NASH & HABER LLP Barristers and Solicitors Suite 1600, 480 University Avenue Toronto, Ontario, M5G 1V2 Fax: 416-597-3370 Mario Forte [LSUC No. 27293F] Tel: 416-597-6477 Robert J. Drake [LSUC No. 57083G] Tel: 416-597-5014 Lawyers for The Fuller Landau Group Inc. in its capacity as the Monitor for Urbancorp Cumberland 2 GP Inc., Urbancorp Cumberland 2 L.P., Bosvest Inc., Edge Residential Inc., and Edge on Triangle Park Inc.

Documents

Accounting Firm, Audit Firm in Toronto, Hamilton …...2018/10/17 · property, rights, choses in action, or interests) owned by Edge on Triangle Park Inc. (“ Triangle ”) and