Court File and Parties

COURT FILE NO.: CV-16-11541-00CL

DATE: 2022-12-05

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.

Applicants

BEFORE: Chief Justice G.B. Morawetz

COUNSEL: Robert Drake, for the Fuller Landau Group Inc., Monitor Neil Rabinovitch, for the Israeli Functionary Maria Dimakas, for the Toronto Standard Condominium Corporation 2448

HEARD: December 5, 2022

ENDORSEMENT

[1] The Fuller Landau Group Inc. (“FL”), in its capacity as Monitor (the “Monitor”) of the Applicants brings this motion for an order extending the Stay of Proceedings up to and including March 3, 2023; for approval of the Settlement Agreement with Toronto Standard Condominium Corporation 2448 (“TSCC” 2448”) and Affinity Aluminum Systems Limited (“Affinity”); for approval of the Monitor’s activities as set out in the Forty-Third Report; and for approval of the fees and disbursements of the Monitor and its counsel for the periods of May 1, 2022 to October 31, 2022, as set out in the 43^rd Report and the filed Fee Affidavits.

[2] The motion was not opposed.

[3] The Monitor’s 43^rd Report details the Settlement Agreement with TSCC 2448 and with Affinity.

[4] The Monitor is of the view that the terms of the Settlement Agreement are reasonable and necessary in the circumstances. In the Monitor’s view, stakeholders of these estates will receive substantial and immediate benefits from the Settlement Agreement. These immediate benefits include:

(a) a resolution of the TSCC 2448 claims, including Tarion reconciliation claims, which until this time have been unresolved;

(b) a material discount on TSCC 2448 claims, including post-filing claims, for the benefit of creditors and other stakeholders; and

(c) a definitive way forward to the cancellation or reduction of the Aviva Bond, with a consequent removal of a significant hurdle in getting monies distributed to unsecured creditors.

[5] The legal basis to approve the Settlement Agreement is set out in the Monitor’s factum at paragraphs 8 – 10.

[6] I am satisfied that the Settlement Agreement should be approved as it represents a significant step forward to removing or reducing the Aviva Bond and allowing interim distributions to unsecured creditors. The Settlement Agreement also represents an economic benefit for the Estate.

[7] The Monitor is authorized and directed to execute and deliver the documents required to implement the Settlement Agreement.

[8] The current Stay Period expires on December 9, 2022. I am satisfied that the parties have acted and continue to act in good faith and with due diligence such that the request to extend the Stay Period is reasonable in the circumstances. The required cash flow forecast is contained in the 43^rd Report. The Stay Period is extended to March 3, 2023.

[9] I am also satisfied that it is appropriate to approve the activities of the Monitor as set out in the 43^rd Report. In arriving at this conclusion, I have taken into account that no party was opposed to the requested relief.

[10] I am also satisfied that the Monitor’s fees and disbursements, and the fees and disbursements of its counsel, are fair and reasonable in the circumstances and they are approved.

[11] The motion is granted and an order reflecting the foregoing has been signed by me.

[12] Counsel to the Monitor also commented on the remaining outstanding matters to be addressed in these proceedings and specifically a potential revised or amended claim from Plazacorp. It would certainly be helpful to all stakeholders if Plazacorp could confirm its intentions in the near future.

Chief Justice G.B. Morawetz

Date: December 5, 2022