COURT FILE NO.: CV-13-0742

DATE: 20131031

ONTARIO

SUPERIOR COURT OF JUSTICE

BETWEEN:

CAISSE DESJARDINS DES BOIS-FRANCS

Plaintiff

– and –

RIVER ROCK FINANCIAL CANADA CORP., RIVER ROCK DISTRIBUTION CORP., RIVER ROCK INTERNATIONAL LIMITED, 2126628 ONTARIO LIMITED, HUBERT BELANGER and JACLYN NICOLE BELANGER

Defendants

COUNSEL: M. Abramowitz, S. Wolpert, for the Plaintiff D. Magisano, E. Eski, for the Respondents B. Frydenberg, for Scotia Mortgage Corp. D. Crabbe, for 2nd Mortgage Respondents (Falconi et al) J. Willis, for PwC, as monitor and proposed Receiver

HEARD: October 17 and 23, 2013

REASONS FOR DECISION

J.R. McCARTHY J.:

The Motion

[1] This is a motion for the appointment of a receiver over certain assets of the Defendants. This was a bi-lingual proceeding in which the court agreed to receive evidence in both French and English.

The Parties

[2] The Plaintiff (the “Caisse”) moves for an Order pursuant to section 243(1) of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3, as amended (the “BIA”) and section 101 of the Courts of Justice Act, R.S.O. 1990, c. C.43, as amended (the “CJA”) appointing PricewaterhouseCoopers Inc. (“PwC”) as receiver, without security, of the receivables of River Rock Financial Corp. (“Financial”), River Rock Distribution Corp. (“Distribution”), River Rock International Limited (“International”), 2126628 Ontario Limited (“212”), [collectively known as the “Corporate Debtors”] and the real property of Hubert Belanger and Jaclyn Nicole Belanger, [collectively known as the “Individual Debtors”]. All Defendants are collectively referred to as the Debtors. The motion is opposed by the Defendants. The proposed scope of any receivership order is of concern to Scotia Mortgage Corporation and 1350430 Ontario Inc., Pina Bitonte and Marisa Falconi, hereinafter referred to as “the mortgagees”. The mortgagees hold first and second mortgages respectively over the residence owned by the individual debtors, described as: Lot 14, Plan 51M788 except right of re-entry in SC 295290; Innisfil (PIN 58089-0128) (LT), and the municipal address 980 Shoreview Drive, Innisfil, Ontario (“the real property”). The mortgagees do not oppose the appointment of receiver per se; rather, they take the position that the receiver’s mandate should not extend to the real property. A third mortgagee, The Canada Trust Company, did not appear on the motion. The proposed order is appended to these reasons as Appendix “A” (the “proposed order”).

Background

[3] On January 8, 2013 and January 17, 2013, respectively, Distribution and Financial each opened corporate operating accounts (the “accounts”) at the Caisse. The account agreements did not contain any overdraft protection or credit facility for the account holders; instead, were the accounts to become overdrawn, the Caisse could demand payment of the overdrawn amount at any time, plus interest at 21% per annum.

[4] During February and March 2013, certain electronic fund transfers (“EFTs”) in favour of Financial and Distribution were credited to the accounts. Many of those EFT’s were later reversed, resulting in the accounts going into overdraft in the amount of $2,148,093.81. There being no overdraft agreement between the Caisse and the account holders, the Caisse found itself as an involuntary creditor of Financial and Distribution.

[5] Upon learning of the situation, the Caisse demanded repayment of the overdrawn accounts. The individual debtors advised that they were not in a position to repay the Caisse the outstanding amounts. However, because the individual debtors closely controlled both of Financial and Distribution, as well as two additional corporations, International and 212, and because these corporations collectively owned outstanding receivables, the debtors claimed to be in a position to repay the Caisse once the receivables were collected. The parties subsequently agreed to convert the outstanding overdraft into a secured loan, to be repaid by the debtors not later than June 25, 2013. A security agreement pledged the receivables of the corporate debtors. The individual debtors granted the Caisse a collateral mortgage over the real property. Additionally, Hubert Belanger executed a “general suretyship” in favour of the Caisse. In exchange, the Caisse agreed to forbear on its right to seek immediate overpayment on the overdraft and to a revised rate of interest for the purposes of the loan.

[6] The demand loan agreement, security agreement, general suretyship and the collateral mortgage were all executed on or about April 5, 2013. The security agreement provided that, if the debtors failed to pay the loan on the stipulated date, the debtors would be in default and the Caisse would be entitled to appoint a receiver.

[7] The Debtors did make a payment of $352,715.10 towards the loan on March 28 2013, reducing the debt to $1,837,000. The balance of the loan was not repaid as per the agreement. On June 28, 2013 the Caisse demanded repayment of the outstanding balance owing and notified the debtors of its intention to enforce its security interests.

The Just and Convenient Test

[8] Pursuant to section 243(1) of the BIA and section 101 of the CJA, the court may appoint a receiver or receiver and manager where it is just or convenient to do so, on such terms as are just. Where a security agreement provides the right to the appointment of a receiver, a court appointed receiver is not considered to be an extraordinary remedy. The just or convenient test will be met where such a court appointment will enable the receiver to more effectively carry out its duties than it could if it were privately appointed. (see: The Bank of Nova Scotia v. D.G. Jewelry Inc. et al., [2002] O.T.C. 762 at para. 3; see also: Business Development Bank of Canada v. 2197333 Ontario Inc., 2012 ONSC 965)

[9] I have no hesitation in finding that a receiver should be appointed pursuant to the BIA and the CJA. The moving party has met the test. The report of the monitor appointed by this court in July and whose appointment was renewed and whose task was clarified in August, leaves the court with no doubt that the Defendants are involved in business dealings which are, to say the least, suspect. The Defendants have been unable or unwilling to produce to the monitor or the court business documentation that would shed light on the significant deposit, withdrawal and reversal activity in the accounts since January 2013. There has been nothing of substance to support the Defendants’ assertion that a receivership order would jeopardize their ongoing business activities. Those activities are manifestly lacking in any kind of substance. They appear to involve transfers between accounts belonging to closely held corporate and business entities at various financial institutions. The credibility of the principal and directing mind of the corporation debtors is seriously open to question. It appears that the financial statement for “212” was not prepared by Business Affairs Ltd., as purported. I do not accept that Hubert Belanger has forgotten whether that financial statement was given to the Caisse since it was an integral component of the documentation required by the lender in consideration of it increasing the transit (which afforded a kind of provisional credit on held deposits) from $10,000 to $500,000. I am troubled by the unaudited financial statement for “212” for the fiscal year 2012. PwC’s monitoring reports indicate that there are no financial statements for this entity. PwC could find no accounts receivable, purchase orders or invoices; in short, nothing to substantiate the existence of a viable business enterprise.

[10] In respect of balance of convenience, it is abundantly clear to me that it favours the Plaintiff. The Defendants conceded that there was no documentation to support any significant level of business activity which would be in harmony with the inflows and outflows of monies from the accounts. The Defendants were unable to demonstrate how the corporate debtors would suffer irreparable harm if a receiver was appointed. The businesses do not appear to be operating at any appreciable level. I was referred to no contracts or projects that would be frustrated or any receivables compromised. In short, the Defendants failed to satisfy this court that it is presently operating a viable business whose enterprise would be impaired by the appointment of a receiver.

[11] The Defendants submit that there is a tri-able issue as to whether the loan agreement and security agreements were given under duress. There is an utter lack of compelling evidence at this stage to support that assertion. The Defendants directed the court’s attention to electronic mail exchanges which took place between representatives of the Caisse and Hubert Belanger following the accounts going into overdraft. That evidence cannot support the assertion that Hubert Belanger was the victim of any threats or intimidation on the part of the Caisse or that he was exhibiting any signs of being under duress in the days leading up to the execution of the loan and security documentation.

[12] The Defendants also assert that there is a tri-able issue as to whether the EFTs were irrevocable upon deposit in the accounts given that the account agreement did not call for holds on EFTs. I cannot accept that assertion for two reasons. First, under Section C (Fonctionnement Du Folio), the account agreement contains the following wording at sub-section 10.3:

La personne morale reconnaît qu’un chèque ou autre effet de commerce crédité à son folio ou payé par la caisse n’est payé que s’il est honoré à la suite du traitement qui en est fait par le centre de compensation.

[13] In my view, this clause contemplates that a credit to an account is not considered paid until the instrument or means by which a sum is deposited is honoured at its point of origin. Second, treating the EFT as irrevocable would leave the Caisse in the position of having to extend credit involuntarily whenever a payor’s institution declined to honour the instrument or confirm the transaction by which funds were transferred into the operating accounts. These were simple deposit and operating accounts. They were not lines of credit. There was no overdraft agreement in place. The transit was granted by the Caisse to the account holders as a means of affording them a limited draw on a held deposit. It was in the nature of provisional credit only. The transit was only increased from $10,000 to $500,000 at the request of Hubert Belanger upon him providing the Caisse with certain requested documentation, including the requested financial statements, business organization charts and a bilan personel or personal statement. There is no evidence that the Caisse did anything improper in reversing the EFTs out of the accounts. Counsel for the Defendants suggested that details from the Caisse’s internal investigation had not been divulged to date and that this should raise the court’s suspicion as to the propriety of the reversals. This rather ignores the fact that these were transactions related to the Defendants’ business. One would have thought that it would be the Defendants who would come to court with answers rather than questions as it pertains to the reversed transactions. It defies commercial sense that a business person in charge of closely held corporate entities would not have intimate knowledge of why six figure payments failed to clear the payor’s accounts. This is especially so when at least a portion of the reversed deposits originated from accounts controlled by the corporate debtors at other financial institutions.

[14] The Defendants argue that there is a tri-able issue as to whether the loan and security agreements were supported by adequate consideration. It is clear on the record before me that the parties arrived at a commercially reasonable solution in the short term to the problem posed by the overdraft, or what has been termed the “involuntary loan”. That solution was an arrangement which, on its face, was supported by adequate consideration. The Plaintiff agreed to forebear on its rights under the account agreement to demand that the Defendants bring the account balance above zero in return for the execution of a fixed term demand loan and a security agreement of wide scope. I agree with the counsel for the Plaintiff that the individual debtors offered up the additional corporate entities, International and 212, to form part of the security arrangement. They had the power to do so. The debtors benefitted from the Plaintiff’s forbearance, a reduction of the interest rate applicable to the overdraft as well as time to pay off the involuntary loan. The Defendants had access to legal advice; indeed, Jaclyn Belanger obtained a certificate of independent legal advice. The individual debtors executed the documents personally and on behalf of the corporate debtors. The debtors even made a payment towards the loan, reducing the principal to its present total of $1.823 million dollars. I find it strange that, had Hubert Belanger believed that the reversals that created the overdraft been made in error, he would not have, circumspectly perhaps, nevertheless lodged a protest, stated his position, demanded an investigation or had his lawyers get involved. It is equally strange that a business person would execute a demand loan and provide general security because of the fear of litigation or having his business shut down. The account agreement did not call for the appointment of a receiver in the event of an overdraft. It is not clear to this court how the Caisse would have shut the business down by the issuance of a simple claim for repayment of an involuntary loan from a deposit account in the absence of a receivership clause. Presumably, the defendants would have opted to defend such an action based upon the irrevocability of the EFTs, a defence that they now claim is so meritorious that it can now serve to stave off of the appointment of a receiver.

[15] It seems to me that the absence of a strong prima facie defence should be one of the considerations of a court in the factual matrix underpinning a “just and convenient” analysis. The mere assertion of a defence based upon duress and absence of consideration does not dissuade this court from finding that it is just and convenient that a receiver be appointed. Nor am I persuaded that the irrevocability of the EFTs is a legitimately tri-able legal issue that should weigh heavily on the “just and convenient” analysis.

[16] There is no doubt that the demand loan went into default. The Defendants failed to pay it off in its entirety by June 25, 2013. The loan documentation contemplates the appointment of a receiver. The relief sought by the Plaintiffs cannot be said to be extraordinary. I am not prepared to give any weight to the patently bald assertion that there are tri-able issues. The Defendants have failed to demonstrate that the corporate debtors are solvent, viable and active business entities which will be irreparably harmed by the appointment of a receiver. The conduct of the Hubert Belanger gives rise to a grave concern that the business practices of the debtors have been deceitful. It is both just and convenient that a receiver be appointed.

The Scope of the Order

(a) The position of the mortgagees

[17] The mortgagees take no position as to the appointment of a receiver but argue that the real property over which they hold security by way of first and second mortgages respectively should be carved out of any receivership order. They assert that there is no practical connection between the business receivables and the real property. Moreover, there are no built in efficiencies, costs savings or advantages to having the receiver handle the real property. There is no interdependence between the receivables of the business and the sale of the real property. This is not the case of selling a commercial building together with chattels and receivables as a going business concern in order to maximize recovery for the creditors. The mortgagees refer to paragraph 102 of the report of PwC and point out that what the prospective receiver is proposing as it pertains to the real property is no different than how a mortgagee in possession would conduct itself. A receiver would do no more than add a layer of expense and procedure to the handling of the real property, resulting in increased expense but adding nothing of convenience. The mortgagees rely on the decision in Bank of Nova Scotia v. Freure Village on Clair Creek (1996), 40 C.B.R. (3d) 274, [1996] O.J. No. 5088, wherein the court stated that in deciding whether or not to appoint a receiver under the just and convenient test, regard should be had to all of the circumstances but in particular to the nature of the property and the rights and interests of all parties in relation thereto. They also rely on the Ontario Court of Appeal’s decision in Alma College v. United Church of Canada (1996), 62 A.C.W.S. (3d) 710, 1996 CarswellOnt 1370.

[18] The mortgagees point to the fact that they rank in priority to the Caisse, that they are conventional mortgagees who actually loaned money to the debtors on the understanding that mortgage law would apply and mortgage remedies would be available. They emphasize the fact that their interest in the property is some $6.4 million compared to the Caisse’s general security interest of $1.823 million in all of the debtor’s property. The Caisse has alternate remedies (the right to the receivables) available to collect the amount owing to it. The Caisse knew when it took the mortgage on the property that it ranked behind the mortgagees. It could not have reasonably expected that it would be entitled to such an extraordinary remedy in the event of default. The Caisse now comes in the back door as a subordinate creditor looking to dictate how the property should be handled. The Caisse should not be allowed to insinuate itself into a position equal to the mortgagees and supplant the reasonably held expectations that their rights as mortgagees would be sacrosanct. While the appointment of a receiver would not be considered an extraordinary remedy vis-à-vis the Defendants in light of the security agreement, it nevertheless remains extraordinary vis-à-vis the mortgagees, who enjoy discrete rights to the real property only. The mortgagees suggest that the Caisse has failed to satisfy the onus on it to demonstrate that it would be just and convenient for the appointment of a receiver over the real property. Moreover, the Caisse can demonstrate no prejudice: its own evidence would place the value of the real property at $13.5 million while the overall debt held by the creditors is in the neighbourhood of $8.2 million. Finally, the interest of the Caisse is protected by the mortgagees’ obligation at common law to realize fair market value on the asset and to have regard to the interests of creditors ranking behind them.

(b) Analysis

[19] In the case of Robert F. Kowal Investments Ltd. v. Deeder Electric Ltd. (1975), 59 D.L.R. (3d) 492, 9 O.R. (2d) 84, the Ontario Court of Appeal confirmed that the overall purpose of a general receivership is to preserve and realize the property for the benefit creditors in general. While confirming that, as a general rule, the receiver of a partnership will have no power to subject the security of secured creditors of the partnership to liability for disbursements made by him, the Court also enumerated the exceptions to that general rule, the second of which was this:

...if a receiver has been appointed to preserve and realize assets for the benefit of all interested parties, including secured creditors, the receiver will be given priority over the secured creditors for charges and expenses properly incurred by him.

[20] Having considered all of the circumstances, including the nature of the real property and the rights and interests of the parties, I find that it is just and convenient that the receiver’s mandate extend to all of the real property. The Caisse is a secured creditor no less than the mortgagees. I fail to see any utility or fairness in distinguishing between a conventional mortgagee and a collateral mortgagee. I was not referred to any authority that would. In the case of BNS v. Freure, supra, Blair J. (as he then was) stated that the exercise of the Court’s discretion should involve an examination of all of the circumstances, “…including the potential costs, the relationship between the debtor and the creditors, the likelihood of maximizing the return on and preserving the subject property and the best way of facilitating the work and duties of the receiver-manager.” Although the latter case dealt with the appointment of a receiver rather than the scope to be assigned to his or her mandate, in my view, those considerations should still apply.

[21] I find that it is just and convenient that a receiver should be appointed over both the receivables of the corporate debtors and the real property of the individual debtors. While the real property has no connection to the business, I find it to be in the interests of all parties that one person, assigned by the court, operating under an order tailored to the circumstances, and responsible to the court for its actions, should control the process or processes under which the receivables and real property are managed, preserved and ultimately disposed of. This strikes me as convenient to all. It is also guarantees transparency and accountability. I agree with counsel for the Caisse that, under a private sale, the mortgagees would be entitled to transfer the real property without providing notice to the Caisse or accounting to it until late in the process. Under a court-appointed receivership, PwC would be required to keep all stakeholders informed of the sale process and would be obliged to seek court approval of any transaction. This would provide all stakeholders with the opportunity to raise any concerns that they have with the receiver, and if need be, to bring these concerns to the attention of the court.

[22] Moreover, with four outstanding mortgages and a demand loan in default, a multiplicity of proceedings would be inevitable. Indeed, the individual debtors have already delivered a Notice of Intent to Defend in the one mortgage action that has been commenced. In light of the defence to that action, protracted litigation is a distinct possibility. It is far more convenient, in my view, for one party, with no personal interest in the business or the property, to act as receiver manager for the benefit of the collective. That receiver, a court appointed officer, acting under a fiduciary duty to all, will have the right to take immediate possession of the property. This is clearly in the best interest of all of the creditors. I see no injustice or prejudice to the mortgagees under such an arrangement: there is no evidence before me that the real property is worth any less than the $13.5 million put forth by Hubert Belanger. I cannot conceive of any scenario wherein the receivers’ costs or disbursements would compromise a full return on the mortgagees’ interest. The proposed order contains a limit on the right of the receiver to borrow in order to fund the receivership (see paragraph 24 of Appendix “A”). To the extent that the receiver conducts itself in a manner similar to a mortgagee in possession, one must assume that some of its costs in that regard would simply be incurred in the stead of the costs that a mortgagee in possession would incur or charge. This assurance can be enhanced by a clause in the order which would serve to ensure that the priority of a receiver’s charge or borrowing charge should rank ahead of the three conventional mortgages only to the extent that those charges relate exclusively to the preservation, maintenance, upkeep or condition of the real property. The proposed order put forward by the Caisse contains such a clause at paragraph 28. In my view, it is just and convenient that the costs of the receiver as they pertain to the real property be allocated amongst all creditors. Moreover, this arrangement ensures that the realization of the mortgagees’ security will not be subjected to the operation of the business, matters which are of no concern to them as mortgagees. On the other hand, it is only reasonable and fair that the receiver be given priority for expenditures incurred for the necessary preservation and improvement of the property. Where a receiver is appointed for the benefit of interested parties to ensure that all creditors are treated fairly and to ensure a fair process to deal with the assets, there is no good reason why the mortgagee should not have to pay its proportionate share of the receivership costs [see: JP Morgan Chase Bank N.A. v. UTTC United Tri-Tech Corp (2006), 25 C.B.R. (5th) 156 at para. 45].

[23] As well, paragraph 28 of the proposed order would respect the priorities of the charges on the real property, with the mortgagees lined up in step behind the “Receiver’s Charge” and “Receiver’s Borrowings Charge” only.

Changes to Proposed Order Sought by Mortgagees

[24] I am not prepared to accede to the requests of the mortgagees to insert in the order a duty to bring a motion to approve a sale process for the real property. I accept that PwC is a sophisticated and experienced entity which is well aware of its obligation to act in a commercially reasonable and responsible manner. The discharge of its duties will be subject to the ultimate scrutiny of the court. I see no need to burden its mandate with unnecessary court attendances. It is in the best interest of all concerned to minimize court attendances which necessarily involve delays and expense. Nor I am prepared to impose any obligation for an interim distribution of the proceeds of disposition of sale within 30 days of the closing any deal on the real property. The mortgagees have not demonstrated a pressing need for such a distribution. Finally, I am not prepared to permit the mortgagees to move forward with their present or contemplated actions on the covenant and for possession. That would add an unnecessary layer to the process, allow a multiplicity of proceedings and result in additional costs that the litigants would no doubt look to recover out of the proceeds of disposition from the sale of the Debtors’ property. The mortgagees have failed to persuade me that any of these proposals would serve the interests of all parties.

Vacant Possession

[25] It is clear that the proposed order put forward by the moving party includes many of the terms and clauses found in the standard receivership orders granted by this court in commercial settings. The form and content of the proposed order is generally acceptable to the court. In order for the receiver to realize on the assets of the debtors, PwC should be afforded unfettered rights to manage, preserve and market the property. This requires vacant possession of the property within a reasonable period of time. I am unable to accept that the individual debtors should be obliged to pay the amount of $47,663.49 monthly as a condition of remaining in possession until the vacancy date. While this may be the rough equivalent of the monthly payment on the first three mortgages, I am reminded that the mortgages are in default and that the debt to the Caisse remains unpaid because the debtors collectively were unable to make any payments. I am also reminded that the real property includes a residence where human beings live. It is neither a factory, nor a plant nor a warehouse. In light of the circumstances and in light of the fact that there appears to be sufficient market value in the property to cover the secured interests of the Caisse and the mortgagees, I am unable to agree that it is just and convenient that the individual debtors make a payment on account of the debts or for occupation rent pending their vacating of the premises. The court orders, however, that the individual debtors shall vacate the real property and buildings by no later than November 30, 2013 (the “Vacancy Date”).

Changes Suggested by the Defendant Debtors

[26] The changes suggested by the Defendants are largely cosmetic and practical rather than substantive. They involve simple and largely non-contentious matters such as the right to serve documentation by electronic mail and a 24 hour notice period for a right of property inspection. I am prepared to adopt them into the order of the court.

Disposition

[27] For the foregoing reasons, the motion is allowed. There shall be an order to go under section 243(1) of the BIA and section 101 of the CJA appointing PwC as the Receiver, without security, of the receivables of the corporate debtors and the real property of the individual debtors. For the convenience of the parties, the court is providing each party with a draft copy of an order containing the content which flows from the Reasons for Judgment and in the form suggested by the moving party and upon which each party was afforded the opportunity to make submissions. The parties shall have seven (7) days within which to indicate their approval as to form and content. In the event that approval as to form and content is not forthcoming, the parties shall arrange an appointment with me via teleconference through the Trial Co-ordinator in Barrie to settle the order.

[28] If the parties are unable to agree on the issue of costs of the motion within 30 days of today’s date, then they shall file submissions in writing on the issue of costs, according to the following schedule: (a) the Plaintiff shall serve and file submissions, limited to 3 pages, on or before December 31, 2013; (b) the Defendants and the mortgagees shall have until January 17, 2014 to serve and file responding submissions, limited to 2 pages; (c) the Plaintiff shall have until January 24, 2014 to serve and file reply submissions, if any, limited to 1 page.

J.R. McCARTHY J.

Released: October 31, 2013

APPENDIX “A”

Court File No. 13-0742

ONTARIO SUPERIOR COURT OF JUSTICE

THE HONOURABLE MR. JUSTICE J.R. McCARTHY, THE DAY OF OCTOBER, 2013

B E T W E E N:

CAISSE DESJARDINS DES BOIS-FRANCS

Plaintiff

and

RIVER ROCK FINANCIAL CANADA CORP., RIVER ROCK DISTRIBUTION CORP., RIVER ROCK INTERNATIONAL LIMITED, 2126628 ONTARIO LIMITED, HUBERT BELANGER and JACLYN NICOLE BELANGER

Defendants

ORDER

THIS MOTION made by the Plaintiff for an Order pursuant to section 243(1) of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3, as amended (the "BIA") and section 101 of the Courts of Justice Act, R.S.O. 1990, c. C.43, as amended (the "CJA") appointing PricewaterhouseCoopers Inc. (“PwC”) as receiver (in such capacities, the "Receiver") without security, of certain assets, as described herein, of River Rock Financial Canada Corp., River Rock Distribution Corp., River Rock International Limited, 2126628 Ontario Limited (collectively, the "Corporate Debtors"), Hubert Belanger and Jaclyn Nicole Belanger (collectively, the "Individual Debtors" and together with the Corporate Debtors, collectively, the "Debtors"), was heard on October 17, 2013 and October 23, 2013 at 75 Mulcaster Street, Barrie, Ontario.

ON READING the Motion Record, Supplementary Motion Record, Second Supplementary Motion Record, Factum, Supplementary Factum, Brief of Authorities, Supplementary Brief of Authorities and Second Supplementary Brief of Authorities of the Plaintiff, the Responding Motion Record, Cross Motion Record, Factum, Supplementary Factum, Brief of Authorities, Supplementary Brief of Authorities and Second Supplementary Brief of Authorities of the Defendants, the affidavit of Victoria Gifford, sworn August 21, 2013, the affidavit of Peter May, sworn August 30, 2013, the Responding Motion Record, Factum and Brief of Authorities of Scotia Mortgage Corporation, the First Report of PwC in its capacity as Court-appointed non-CCAA Monitor of the Debtors (PwC in such capacity, the “Monitor”) dated August 21, 2013 (the “First Report”) and the Second Report of the Monitor dated October 16, 2013 (the “Second Report”) (collectively, the “Court Materials”), and on reading the consent of PwC to act as the Receiver, and on hearing the submissions of counsel for the Plaintiff, PwC, the Defendants, Scotia Mortgage Corporation, 1350430 Ontario Inc., Pina Bitonte, and Marissa Falconi, no one else from the Service List appearing although duly served,

SERVICE

1. THIS COURT ORDERS that service of the Court Materials is hereby validated so that this motion is properly returnable today and hereby dispenses with further service thereof.

APPOINTMENT

2. THIS COURT ORDERS that pursuant to section 243(1) of the BIA and section 101 of the CJA, PwC is hereby appointed Receiver, without security, of the following assets of the Debtors, including all proceeds thereof (the "Property"):

all of the Corporate Debtors’ right, title and interest in and to all debts, accounts, claims, demands, monies, and choses in action which now are, or which may at any time hereafter be, due or owing to or owned by any Corporate Debtor and the related books and records of the Corporate Debtors (the “Receivables”); and

all of the right, title and interest of the Individual Debtors in and to the real property with legal description LOT 14, PLAN 51M788 EXCEPT RIGHT OF RE-ENTRY IN SC295290; INNISFIL (PIN: 58089-0128 (LT), and the municipal address 980 Shoreview Drive, Innisfil, Ontario (the “Real Property”).

RECEIVER’S POWERS

3. THIS COURT ORDERS that the Receiver is hereby empowered and authorized, but not obligated, to act at once in respect of the Property and, without in any way limiting the generality of the foregoing, the Receiver is hereby expressly empowered and authorized to do any of the following where the Receiver considers it necessary or desirable:

(a) subject to paragraphs 4, 5 and 7 hereof, to take possession of and exercise control over the Property and any and all proceeds, receipts and disbursements arising out of or from the Property;

(b) to receive, preserve, and protect the Property, or any part or parts thereof, including, but not limited to, the changing of locks and security codes, the relocating of Property to safeguard it, the engaging of independent security personnel and the placement or continuation of such insurance coverage as may be necessary or desirable;

(c) to engage brokers, consultants, appraisers, agents (including listing agents for real property), experts, auditors, accountants, managers, counsel and such other persons from time to time and on whatever basis, including on a temporary basis, to assist with the exercise of the Receiver's powers and duties, including without limitation those conferred by this Order;

(d) to receive and collect all monies and accounts now owed or hereafter owing to any Corporate Debtor and to exercise all remedies of the Corporate Debtors in collecting such monies, including, without limitation, to enforce any security held by any Corporate Debtor;

(e) to settle, extend or compromise any indebtedness owing to any Corporate Debtor;

(f) to execute, assign, issue and endorse documents of whatever nature in respect of any of the Property, whether in the Receiver's name or in the name and on behalf of any Debtor, for any purpose pursuant to this Order;

(g) to undertake environmental assessments of the Real Property;

(h) to initiate, prosecute and continue the prosecution of any and all proceedings and to defend all proceedings now pending or hereafter instituted with respect to the Property or the Receiver, and to settle or compromise any such proceedings. The authority hereby conveyed shall extend to such appeals or applications for judicial review in respect of any order or judgment pronounced in any such proceeding;

(i) to market any or all of the Property, including advertising and soliciting offers in respect of the Property or any part or parts thereof and negotiating such terms and conditions of sale as the Receiver in its discretion may deem appropriate, including terminating any existing listing agreements if the Receiver deems appropriate, and listing the Real Property on the Multiple Listing Service, and with such broker or listing agent as the Receiver may deem appropriate, and at such listing price as the Receiver may deem appropriate;

(j) to sell, convey, transfer, lease or assign the Property or any part or parts thereof out of the ordinary course of business,

without the approval of this Court in respect of any transaction not exceeding $100,000.00, provided that the aggregate consideration for all such transactions does not exceed $250,000.00; and

with the approval of this Court in respect of any transaction in which the purchase price or the aggregate purchase price exceeds the applicable amount set out in the preceding clause;

and in each such case notice under subsection 63(4) of the Ontario Personal Property Security Act, or section 31 of the Ontario Mortgages Act, as the case may be, shall not be required, and in each case the Ontario Bulk Sales Act shall not apply;

(k) to apply for any vesting order or other orders necessary to convey the Property or any part or parts thereof to a purchaser or purchasers thereof, free and clear of any liens or encumbrances affecting such Property;

(l) to report to, meet with and discuss with such affected Persons (as defined below) as the Receiver deems appropriate on all matters relating to the Property and the receivership, and to share information, subject to such terms as to confidentiality as the Receiver deems advisable;

(m) to register a copy of this Order and any other Orders in respect of the Real Property against title to the Real Property;

(n) to apply for any permits, licences, approvals or permissions as may be required by any governmental authority and any renewals thereof for and on behalf of and, if thought desirable by the Receiver, in the name of any Debtor;

(o) to enter into agreements with any trustee in bankruptcy appointed in respect of any Debtor, including, without limiting the generality of the foregoing, the ability to enter into occupation agreements for the Real Property and any property owned or leased by any Corporate Debtor;

(p) to exercise any shareholder, partnership, joint venture or other rights which the Corporate Debtors may have, to the extent related to the Receivables; and

(q) to take any steps reasonably incidental to the exercise of these powers or the performance of any statutory obligations;

and in each case where the Receiver takes any such actions or steps, it shall be exclusively authorized and empowered to do so, to the exclusion of all other Persons (as defined below), including the Debtors, and without interference from any other Person.

DUTY TO PROVIDE VACANT POSSESSION TO THE RECEIVER

4. THIS COURT ORDERS that the Individual Debtors shall remove all chattels from the Real Property and the buildings situated thereon (the “Buildings”) by no later than November 22, 2013 (the “Vacancy Date”), save and except for any chattels which the Receiver agrees in writing may remain on the Real Property and in the Buildings.

5. THIS COURT ORDERS that the Individual Debtors and any other occupants shall vacate the Real Property and the Buildings by no later than the Vacancy Date. The Individual Debtors shall deliver vacant possession of the Real Property and the Buildings to the Receiver by no later than the Vacancy Date. Notwithstanding any other provision hereof, the Individual Debtors’ continued occupation of the Real Property and the Buildings from and after the date hereof until the Vacancy Date is conditional upon:

(a) payment by the Individual Debtors to the Receiver of occupation rent in the amount of $47,663.49 monthly, payable by October 30, 2013 for the period October 24, 2013 to November 22, 2013, which payment shall be subject to the priority of charges set out in paragraph 28(b);

(b) payment by the Individual Debtors of all utilities and insurance related to the Real Property directly to the applicable utility and insurance providers when due; and

(c) the Individual Debtors’ maintaining the Real Property and the Buildings in substantially the same state and condition as in on the date hereof.

6. THIS COURT ORDERS that the Receiver is hereby empowered and authorized, but not obligated, to record (whether by video, photograph or otherwise) the Real Property and Buildings from time to time, including immediately upon the issuance of this Order, and upon 24 hours notice to the Individual Debtors, in order to document the state and condition of the Real Property and Buildings.

7. THIS COURT ORDERS that from the date of this Order to the Vacancy Date, with respect to the Real Property and the Buildings, the Individual Debtors shall grant access to the Receiver and its agents and prospective purchasers following at least 24 hours’ written notice given by the Receiver to the Individual Debtors, provided that such entry is between the hours of 8 a.m. and 8 p.m. Notice is not required in cases of emergency or if an Individual Debtor consents to the entry at the time of entry.

8. THIS COURT ORDERS that the Sheriff of the County of Simcoe (the “Sheriff”) shall have the discretion and authorization to evict or otherwise remove the Individual Defendants and any other occupants from the Real Property and the Buildings on the earlier of (i) the date on which the Receiver advises the Sheriff in writing that the Individual Debtors have been given three (3) business days written notice of their failure to comply with paragraph 5 hereof and have not cured such failure; and (ii) the date immediately after the Vacancy Date, in each case using such reasonable force as the Sheriff, in its sole discretion, determines to be reasonably necessary in the circumstances.

DUTY TO PROVIDE ACCESS AND CO-OPERATION TO THE RECEIVER

9. THIS COURT ORDERS that (i) the Debtors, (ii) all of their respective current and former directors, officers, employees, agents, accountants, legal counsel and shareholders, and all other persons acting on any of their instructions or behalf, and (iii) all other individuals, firms, corporations, banks and other financial institutions, governmental bodies or agencies, or other entities having notice of this Order (all of the foregoing, collectively, being "Persons" and each being a "Person") shall forthwith advise the Receiver of the existence of any Property in such Person's possession or control, shall grant immediate and continued access to the Property to the Receiver, and shall deliver all such Property to the Receiver upon the Receiver's request, in each case subject to paragraphs 5 and 7 hereof.

10. THIS COURT ORDERS that all Persons shall forthwith advise the Receiver of the existence of any books, documents, securities, contracts, orders, corporate and accounting records, and any other papers, records and information of any kind related to the business or affairs of the Corporate Debtors or the Property, and any computer programs, computer tapes, computer disks, or other data storage media containing any such information (the foregoing, collectively, the "Records") in that Person's possession or control, and shall provide to the Receiver or permit the Receiver to make, retain and take away copies thereof and grant to the Receiver unfettered access to and use of accounting, computer, software and physical facilities relating thereto, provided however that nothing in this paragraph 10 or in paragraph 11 of this Order shall require the delivery of Records, or the granting of access to Records, which may not be disclosed or provided to the Receiver due to the privilege attaching to solicitor-client communication or due to statutory provisions prohibiting such disclosure.

11. THIS COURT ORDERS that if any Records are stored or otherwise contained on a computer or other electronic system of information storage, whether by independent service provider or otherwise, all Persons in possession or control of such Records shall forthwith give unfettered access to the Receiver for the purpose of allowing the Receiver to recover and fully copy all of the information contained therein whether by way of printing the information onto paper or making copies of computer disks or such other manner of retrieving and copying the information as the Receiver in its discretion deems expedient, and shall not alter, erase or destroy any Records without the prior written consent of the Receiver. Without limiting the generality of the foregoing, Lerners LLP and H&A eDiscovery shall deliver to the Receiver any and all computer images of Records in their possession or control. Further, for the purposes of this paragraph, all Persons shall provide the Receiver with all such assistance in gaining immediate access to the information in the Records as the Receiver may in its discretion require including providing the Receiver with instructions on the use of any computer or other system and providing the Receiver with any and all access codes, account names and account numbers that may be required to gain access to the information.

NO PROCEEDINGS AGAINST THE RECEIVER

12. THIS COURT ORDERS that no proceeding or enforcement process in any court or tribunal (each, a "Proceeding"), shall be commenced or continued against the Receiver except with the written consent of the Receiver or with leave of this Court.

NO PROCEEDINGS AGAINST THE PROPERTY

13. THIS COURT ORDERS that no Proceeding against or in respect of the Property shall be commenced or continued except with the written consent of the Receiver or with leave of this Court and any and all Proceedings currently under way against or in respect of the Property are hereby stayed and suspended pending further Order of this Court.

NO EXERCISE OF RIGHTS OR REMEDIES

14. THIS COURT ORDERS that all rights and remedies against the Receiver, or affecting or in respect of the Property, are hereby stayed and suspended except with the written consent of the Receiver or leave of this Court, provided however that this stay and suspension does not apply in respect of any "eligible financial contract" as defined in the BIA, and further provided that nothing in this paragraph shall (i) empower the Receiver or the Debtors to carry on any business which the Debtors are not lawfully entitled to carry on, (ii) exempt the Receiver or the Debtors from compliance with statutory or regulatory provisions relating to health, safety or the environment, (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 THE RECEIVER

15. THIS COURT ORDERS that 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 respect of or related to the Property (including, for greater certainty, any insurance contract related to the Property for which payments are current), without written consent of the Receiver or leave of this Court.

CONTINUATION OF SERVICES

16. THIS COURT ORDERS that all Persons having oral or written agreements with any Debtor in respect of or related to the Property or statutory or regulatory mandates for the supply of goods and/or services, including without limitation, all computer software, communication and other data services, centralized banking services, insurance, transportation services, utility or other services in respect of or related to the Property 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 Receiver, 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 Receiver in accordance with normal payment practices of the Debtors or such other practices as may be agreed upon by the supplier or service provider and the Receiver, or as may be ordered by this Court.

RECEIVER TO HOLD FUNDS

17. THIS COURT ORDERS that all funds, monies, cheques, instruments, and other forms of payments received or collected by the Receiver from and after the making of this Order from any source whatsoever, including without limitation the sale of all or any of the Property and the collection of any Receivables in whole or in part, whether in existence on the date of this Order or hereafter coming into existence, shall be deposited into one or more new accounts to be opened by the Receiver (the "Post Receivership Accounts") and the monies standing to the credit of such Post Receivership Accounts from time to time, net of any disbursements provided for herein, shall be held by the Receiver to be paid in accordance with the terms of this Order or any further Order of this Court.

EMPLOYEES

18. THIS COURT ORDERS that this Order has no application to employees of the Debtors, if any, who shall remain employees of the applicable Debtor until such time as the applicable Debtor may terminate the employment of such employees. The Receiver shall have no authority or liability in respect of such employees (including any successor employer liabilities as provided for in section 14.06(1.2) of the BIA), other than such amounts as the Receiver may specifically agree in writing to pay, or in respect of its obligations under section 81.4(5) or 81.6(3) of the BIA or under the Wage Earner Protection Program Act.

LIMITATION ON ENVIRONMENTAL LIABILITIES

19. THIS COURT ORDERS that nothing herein contained shall require the Receiver 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 Receiver from any duty to report or make disclosure imposed by applicable Environmental Legislation. The Receiver shall not, as a result of this Order or anything done in pursuance of the Receiver's duties and powers under this Order, be deemed to be in Possession of any of the Property within the meaning of any Environmental Legislation, unless it is actually in Possession.

LIMITATION ON THE RECEIVER’S LIABILITY

20. THIS COURT ORDERS that the Receiver shall incur no liability or obligation as a result of its appointment or the carrying out the provisions of this Order, save and except for any gross negligence or wilful misconduct on its part, or in respect of its obligations under sections 81.4(5) or 81.6(3) of the BIA or under the Wage Earner Protection Program Act. Nothing in this Order shall derogate from the protections afforded the Receiver by section 14.06 of the BIA or by any other applicable legislation.

RECEIVER'S ACCOUNTS

21. THIS COURT ORDERS that the Receiver and counsel to the Receiver shall be paid their reasonable fees and disbursements, in each case at their standard rates and charges, and that the Receiver and counsel to the Receiver shall be entitled to and are hereby granted a charge (the "Receiver's Charge") on the Property, as security for such fees and disbursements, both before and after the making of this Order in respect of these proceedings (including such fees and disbursements of PwC and its counsel incurred in respect of PwC’s prior capacity as Monitor in these proceedings), and that the Receiver's Charge shall form a charge on the Property with the priority set out in paragraphs 28 and 29.

22. THIS COURT ORDERS that the Receiver and its legal counsel shall pass its accounts from time to time, and for this purpose the accounts of the Receiver and its legal counsel are hereby referred to a judge of the Ontario Superior Court of Justice.

23. THIS COURT ORDERS that prior to the passing of its accounts, the Receiver shall be at liberty from time to time to apply reasonable amounts, out of the monies in its hands, against its fees and disbursements, including legal fees and disbursements, incurred at the normal rates and charges of the Receiver or its counsel, and such amounts shall constitute advances against its remuneration and disbursements when and as approved by this Court.

FUNDING OF THE RECEIVERSHIP

24. THIS COURT ORDERS that the Receiver be at liberty and it is hereby empowered to borrow by way of a revolving credit or otherwise, such monies from time to time as it may consider necessary or desirable, provided that the outstanding principal amount does not exceed $250,000.00 (or such greater amount as this Court may by further Order authorize) at any time, at such rate or rates of interest as it deems advisable for such period or periods of time as it may arrange, for the purpose of funding the exercise of the powers and duties conferred upon the Receiver by this Order, including interim expenditures. The whole of the Property shall be and is hereby charged by way of a fixed and specific charge (the "Receiver's Borrowings Charge") as security for the payment of the monies borrowed, together with interest and charges thereon, with the priority set out in paragraphs 28 and 29.

25. THIS COURT ORDERS that neither the Receiver's Borrowings Charge nor any other security granted by the Receiver in connection with its borrowings under this Order shall be enforced without leave of this Court.

26. THIS COURT ORDERS that the Receiver is at liberty and authorized to issue certificates substantially in the form annexed as Schedule "A" hereto (the "Receiver’s Certificates") for any amount borrowed by it pursuant to this Order.

27. THIS COURT ORDERS that the monies from time to time borrowed by the Receiver pursuant to this Order or any further order of this Court and any and all Receiver’s Certificates evidencing the same or any part thereof shall rank on a pari passu basis, unless otherwise agreed to by the holders of any prior issued Receiver's Certificates.

PRIORITY OF CHARGES CREATED BY THIS ORDER

28. THIS COURT ORDERS that the priorities of the Receiver’s Charge and the Receiver’s Borrowings Charge as among them and relative to other liens shall be as follows:

(a) on the Receivables,

(i) first, the Receiver’s Charge; and

(ii) second, the Receiver’s Borrowings Charge;

each in priority to all other security interests, trusts, liens, charges and encumbrances, statutory or otherwise, on the Receivables in favour of any Person, but subject to sections 14.06(7), 81.4(4) and 81.6(2) of the BIA; and

(b) on the Real Property,

(i) first, the Receiver’s Charge, but only to the extent such fees and disbursements relate exclusively to the preservation and safeguarding of the state and condition of the Real Property and the Buildings (the “Real Property Condition”);

(ii) second, the Receiver’s Borrowings Charge, but only to the extent such monies borrowed were used exclusively for the Real Property Condition (together with the charge described in subparagraph 28(b)(i), the “Priority Charges”);

(iii) third, the charge/mortgage registered against the Real Property as instrument no. SC958873 in favour of Scotia Mortgage Corporation;

(iv) fourth, the charge/mortgage registered against the Real Property as instrument no. SC963409 in favour of 1350430 Ontario Inc., Pina Bitonte and Marisa Falconi;

(v) fifth, the charge/mortgage registered against the Real Property as instrument no. SC975734 in favour of The Canada Trust Company, as Trustee;

(vi) sixth, the Receiver’s Charge, to the extent not already secured by the first ranking charge described above;

(vii) seventh, the Receiver’s Borrowings Charge, to the extent not already secured by the second ranking charge described above; and

(viii) eighth, the charge/mortgage registered against the Real Property as instrument no. SC1049728 in favour of the Plaintiff.

29. THIS COURT ORDERS that each of the Priority Charges shall rank in priority to all other security interests, trusts, liens, charges and encumbrances, statutory or otherwise, on the Real Property in favour of any Person, but subject to sections 14.06(7), 81.4(4) and 81.6(2) of the BIA.

THE MONITOR

30. THIS COURT ORDERS that the First Report and the Second Report and the conduct and activities of the Monitor as described therein are hereby approved.

31. THIS COURT ORDERS that the Monitor is hereby discharged as Monitor, provided however that notwithstanding its discharge herein, the Monitor shall continue to have the benefit of the provisions of all Orders made in this proceeding, including all approvals, protections and stays of proceedings in favour of PwC in its capacity as Monitor.

SERVICE AND NOTICE

32. THIS COURT ORDERS that the Plaintiff, the Receiver, the Debtors, and any party who has filed a Notice of Appearance may serve any court materials in these proceedings by e-mailing a PDF or other electronic copy of such materials to counsels’ e-mail addresses as recorded on the service list from time to time, and service of such court materials shall be deemed to be valid and proper service in these proceedings.

GENERAL

33. THIS COURT ORDERS that the Receiver may from time to time apply to this Court for advice and directions in the discharge of its powers and duties hereunder.

34. THIS COURT ORDERS that nothing in this Order shall prevent the Receiver from acting as a trustee in bankruptcy of any Debtor.

35. THIS COURT HEREBY REQUESTS the aid and recognition of any court, tribunal, regulatory or administrative body having jurisdiction in Canada or in the United States to give effect to this Order and to assist the Receiver and its 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 to provide such assistance to the Receiver, as an officer of this Court, as may be necessary or desirable to give effect to this Order or to assist the Receiver and its agents in carrying out the terms of this Order.

36. THIS COURT ORDERS that the Receiver 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 Receiver 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.

37. THIS COURT ORDERS that the Plaintiff shall have its costs of this motion, up to and including entry and service of this Order, provided for by the terms of the Plaintiff’s security or, if not so provided by the Plaintiff's security, then on a substantial indemnity basis to be paid by the Receiver from the Debtors’ estate with such priority and at such time as this Court may determine.

38. THIS COURT ORDERS that any interested party may apply to this Court to vary or amend this Order on not less than seven (7) days' notice to the Receiver and to any other party likely to be affected by the order sought or upon such other notice, if any, as this Court may order.

J.R. McCARTHY J.

Schedule "A"

RECEIVER CERTIFICATE

CERTIFICATE NO.

AMOUNT $

1. THIS IS TO CERTIFY that PricewaterhouseCoopers Inc., the receiver (the "Receiver") of certain defined assets, undertakings and properties (collectively, the “Property”) of River Rock Financial Canada Corp., River Rock Distribution Corp., River Rock International Limited, 2126628 Ontario Limited, Hubert Belanger and Jaclyn Nicole Belanger (collectively the "Debtors"), appointed by Order of the Ontario Superior Court of Justice (the "Court") dated the ____ of October, 2013 (the "Order") made in an action having Court file number 13-0742, has received as such Receiver from the holder of this certificate (the "Lender") the principal sum of $ , being part of the total principal sum of $ which the Receiver is authorized to borrow under and pursuant to the Order.

2. The principal sum evidenced by this certificate is payable on demand by the Lender with interest thereon calculated and compounded [daily][monthly not in advance on the day of each month] after the date hereof at a notional rate per annum equal to the rate of per cent above the prime commercial lending rate of Bank of from time to time.

3. Such principal sum with interest thereon is, by the terms of the Order, together with the principal sums and interest thereon of all other certificates issued by the Receiver pursuant to the Order or to any further order of the Court, a charge upon the whole of the Property, in priority to the security interests of any other person, but subject to the priority of the charges set out in the Order and in the Bankruptcy and Insolvency Act, and the right of the Receiver to indemnify itself out of such Property in respect of its remuneration and expenses.

4. All sums payable in respect of principal and interest under this certificate are payable at the main office of the Lender at Toronto, Ontario.

5. Until all liability in respect of this certificate has been terminated, no certificates creating charges ranking or purporting to rank in priority to this certificate shall be issued by the Receiver to any person other than the holder of this certificate without the prior written consent of the holder of this certificate.

6. The charge securing this certificate shall operate so as to permit the Receiver to deal with the Property as authorized by the Order and as authorized by any further or other order of the Court.

7. The Receiver does not undertake, and it is not under any personal liability, to pay any sum in respect of which it may issue certificates under the terms of the Order.

DATED the day of MONTH, 20YR.

PricewaterhouseCoopers Inc., solely in its capacity as Receiver of the Property, and not in its personal capacity

Per:

Name:

Title: