Court File and Parties

COURT FILE NO.: CV-16-11541-00CL DATE: 2021-05-27

SUPERIOR COURT OF JUSTICE - ONTARIO

RE: 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., EDGE RESIDENTIAL INC., and WESTSIDE GALLERY LOFTS INC.

(the “Applicants”)

BEFORE: Chief Justice G.B. Morawetz

COUNSEL: Danny Nunes, for the Applicant Neil Rabinovitch, for the Israeli Functionary Robert Drake and Mario Forte, for Fuller Landau Robin Schwill, for KSV Kofman Inc., in its capacity as CCAA Monitor for Urbancorp Toronto Management Inc. et al. and as receiver of Urbancorp Renewable Power Inc.

HEARD: May 27, 2021

ENDORSEMENT

[1] The motion was not opposed.

[2] The evidentiary basis for the requested relief is set out in the Thirty-Sixth Report (the “Report”) of The Fuller Landau Group, in its capacity as Monitor of the Applicants (the “Monitor”).

[3] The required cash flow projection is referenced in the Report and indicates that the Applicants have sufficient cash resources such that they can continue to function during the proposed Stay Period.

[4] I am satisfied, having reviewed the Report and hearing submissions, that the Applicants have been and continue to act in good faith and with due diligence, such that the requested extension of the Stay Period to August 31, 2021 is reasonable in the circumstances.

[5] The Applicants also seek an order that, in the full settlement of the Claims of the Lien Claimants and Trust Claimants (as those terms are defined in the Report), the Monitor be authorized and directed to effect the return of trust property, as set out in Schedule “A” of the proposed order (CaseLines A18), to the Lien Claimants and Trust Claimants. The Monitor submits that the return of the trust property does not constitute a distribution or dividend under the Bankruptcy and Insolvency Act (Canada). I agree. This requested relief is appropriate and is granted.

[6] The relief in respect of trust property addresses issues raised in a motion brought by Monitor which was heard on November 17, 2020, with additional submissions provided on March 5, 2021. In this motion, the Monitor sought advice and direction on the reservation of certain funds in these proceedings, in light of the decision of the Court of Appeal for Ontario in Urbancorp Cumberland 2 GP Inc. (Re), 2020 ONCA 197.

[7] The parties to the motion heard by me on November 17, 2020, requested that I not issue a decision, pending negotiations between the parties. The authorization and direction provided to the Monitor today has the effect of rendering the November 17, 2020 motion moot. I will endorse the record in that motion as, “The parties have resolved outstanding issues and the motion is withdrawn”.

[8] The Monitor is also directed to maintain a reserve in respect of the claim of Midnorthern Appliance.

[9] The Monitor, for and behalf of Westside Gallery Lofts, is also directed to effect a distribution to creditors in accordance with paragraph 32 of the Report. Further distributions to these creditors can also be made, in the Monitor’s discretion, with the proviso that, if any claim becomes an admitted claim following any interim distribution, creditors shall not be entitled to any catch-up on the missed proportionate share of previous distributions.

[10] The Monitor is also directed to effect distributions, for and on behalf of Urbancorp Cumberland 2 LP to creditors in accordance with the provisions of paragraphs 9 - 12 of the proposed order.

[11] The Monitor’s activities, as set out in the Thirty-Sixth Report, are approved as are the fees and disbursements of the Monitor and its counsel for the period of January 1, 2021 to April 30, 2021.

[12] In the result, the motion is granted and the order has been signed in the form presented.

Chief Justice G.B. Morawetz

Date: May 27, 2021