OAl - Fuller Landau LLP€¦ · court file no. cv-11541-00cl ontario superior court of justice...

Court File No. CV-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 URBAN CORP CUl\IBERLAND 2 GP INC., URBAN CORP CUl\IBERLAND 2 L.P.,

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

January 9, 2018

MOTION RECORD (Returnable January 22, 2018)

DENTONSCANADALLP 77 King Street West, Suite 400 Toronto, Ontario M5K OAl Fax: 416-863-4592

Kenneth Kraft (LSUC No. 31919P) Tel: 416-863-4374 Email: [email protected]

Neil Rabinovitch (LSUC No. 33442F) Tel: 416-863-4656 Email: [email protected]

Lawyers for the Moving Party, Guy Gissin the Israeli Court-appointed functionary officer and foreign representative of Urbancorp Inc.

TO: THE SERVICE LIST

31420720_1 INATDOCS

1

SERVICE LIST

WEIRFOULDS LLP DENTONSCANADALLP Barristers & Solicitors 77 King Street West #400, The TD Bank Tower, Suite 4100 Toronto, ON M5K OAI 66 Wellington Street West, Toronto, ON M5K 1B7 Neil S. Rabinovitch

Tel: 416-863-4656 Edmond E.B. Lamek Email: [email protected] Tel: 416-947-5042 Email: [email protected] Kenneth Kraft

Tel: 416-863-4374 Danny M. Nunes E-mail: [email protected] Tel: 416-6196293 Email: [email protected] Lawyers for Reznik, Paz, Nevo Trustees Ltd.,

in its capacity as the Trustee for the Lawyers for the Urbancorp CCAA Entities Debenture Holders (Series A) and Adv. Guy

Gissin, in his capacity as the Israeli Functionary ofUrbancorp. Inc.

THE FULLER LANDAU GROUP INC. GOLDMAN SLOAN NASH & HABER 151 Bloor Street West, 12th Floor (GSNH)LLP Toronto, ON M5S 1S4 480 University Avenue, Suite 1600

Toronto, ON MSG 1V2 Gary Abrahamson Tel: 416-645-6524 Mario Forte Fax: 416-645-6501 Tel: 416-597-6477 Email [email protected] Fax: 416-597-3370

Email: [email protected] Adam Erlich Tel: 416-645-6560 Robert J. Drake Fax:416-645-6501 Tel: 416-597-5014 Email: [email protected] Fax: 416-597-3370

Email: [email protected] The Proposal Trustee

Lawyers for the Proposal Trustee

2

BENNETT JONES LLP CHAITONS LLP 3400 One First Canadian Place 5000 Yonge Street, 10th Floor P.O. Box 130 Toronto, ON M2N 7E9 Toronto, ON M5X 1A4

Harvey Chaiton S. Richard Orzy Tel: 416-218-1129 Tel: 416-777-5737 Email: [email protected] Email: [email protected]

Lawyers for EMO 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 Sas kin

TORYSLLP ROBINS APPLEBY LLP 79 Wellington Street West, 30th Floor 120 Adelaide Street West, Suite 2600 Box 270, TD South Tower Toronto, ON M5H !Tl Toronto, ON M5K 1N2

Leor Margulies Scott A. Bomhof Tel: 416-360-3372 Tel: 416-865-7370 Email: lmar@[email protected] Email: [email protected]

Dominique Michaud Lawyers for First Capital Realty Tel: 416-360-3795

Email: [email protected]

Lawyers for Terra Firma Capital Corporation

3

BANK OF MONTREAL GOWLING WLG (CANADA) LLP First Canadian Place 1 First Canadian Place, 100 King Street West 18th Floor, Suite 1600 Toronto, Ontario MSX 1 GS 100 King Street West Toronto ON MSX !Al Clifton Prophet

Tel: 416-862-4340 Greg Fedoryn Email: clifton.:11ro:11het@gowlinl!Wlg.com Tel: 416-643-1623 Email: [email protected] Lilly Wong

Tel: 416-369-4630 Eden Orbach Email: lilly.wong@gowlin~lg.com Email: [email protected]

Frank Lamie Tel: 416-862-3609 Email: frank.lamie@gowlin~lg.com

Lawvers for CIBC and CIBC Mortf!.af!.e Inc.

DEPARTMENT OF JUSTICE MINISTRY OF FINANCE Ontario Regional Office 777 Bay Street, 11th Floor The Exchange Tower, Box 36 Toronto, ON MSG 2C8 130 King Street West Toronto, ON MSX 1K6 Kevin O'Hara

Tel: 416-327-8463 Fozia Chaudary Email: [email protected] Tel: 416-9S2-7722 Email: [email protected] Lawyers for the Ministry of Finance

Lawyers for the Department of Justice

TORYSLLP HARRIS SHEAFFER LLP 79 Wellington Street West, 30th Floor Yonge Corporate Centre Box 270, TD South Tower 4100 Yonge Street, Suite 610 Toronto, ON MSK 1N2 Toronto, ON M2P 2BS

Adam M. Slavens Barry Rotenberg Tel: 416-86S-7333 Tel: 416-2S0-3699 Email: [email protected] Email: [email protected]

Lawyers for Tarion Warranty Corporation

4

ROSENSTEIN LAW P.C. MILLER WASTE SOLUTIONS GROUP 5255 Yonge Street, Suite 1300 INC. Toronto, ON M2N 6P4 73 Brydon Drive

Toronto, ON M9W 4N3 Jonathan Rosenstein Tel: 416-639-2123 Jason Tower Email: [email protected] Email: [email protected]

Lawyers for Aviva Insurance Company of Rob Spinopoli Canada Email: [email protected]

GARFINKLE, BIDERMAN LLP MVL LEASING LIMITED 1 Adelaide Street East, Suite 801 1064 South Service Rd. E. Toronto, Ontario M5C 2V9 Oakville, ON L6J 2X7

Fax: 905-901-3825 Monica Peters Tel: 416-869-7647 Email: [email protected] E-mail: [email protected]

Lawyers for MDF Mechanical Ltd.

MVL FINANCIAL SERVICES LIMITED CANADIAN MORTGAGE SERVICING 1064 South Service Rd. E. CORPORATION Oakville, ON L6J 2X7 20 Adelaide Street E., Suite 900 Fax: 905-901-3825 Toronto, ON M5C 2T6

Fax: 416-867-1303 Email: [email protected]

CANADIAN IMPERIAL BANK OF TEPLITSKY, COLSON LLP COMMERCE Barristers 595 Bay Street, 5th Floor 70 Bond Street, Suite 200 Toronto, ON M5G 2C2

James M. Wortzman Catherine Allen Tel: 416-365-9320 Email: [email protected] Email: [email protected]

Lawyers for Atrium Mortgage Investment Comoration

5

LAURENTIAN BANK OF CANADA HENDRICK AND MAIN 1981, av. McGill College, bur. 1675 DEVELOPMENTS INC. Montreal (Quebec) H3A 3K3 85 Hanna Ave., Suite 400

Toronto, ON M6K 3S3 Alexandre LeBlanc Tel: 416-504-4114 Tel: 514-284-4500 x 2145 Fax: 416-941-1655 Email: [email protected]

BANK OF MONTREAL, AS FIRST CAPITAL 1071 CORPORATION ADMINISTRATIVE AGENT 85 Hannah Ave., Suite 400 First Canadian Place, 1 1th Floor Toronto, ON M6K 3S3 Toronto, ON M5X !Al Tel: 416-504-4114

Fax: 416-941-1655

LOOPSTRA NIXON LLP TORKIN MANES LLP 135 Queens Plate Drive, Suite 600 151 Yonge Street, Suite 1500 Toronto, ON M9W 6V7 Toronto, ON MSC 2W7

Michael Mc Williams Kayla Kwinter Tel: 416-748-4766 Tel: 416-777-5420 Email: [email protected] Email: [email protected]

Lawyers for 207875 Ontario Limited carrying Lawyers for MDF Mechanical Limited on business as Canadian Rental Centres

DICKINSON WRIGHT LLP CITY OF TORONTO 199 Bay St., Suite 2200 Legal Services Toronto, ON M5L !G4 55 John Street, 26th Floor

Toronto, ON M5V 3C6 David P. Preger Tel: 416-646-4606 Christopher P. Henderson Email: [email protected] Email: [email protected]

Lawyers for Downing Street Financial Inc.

6

FINE&DEO LEVINE SHERKIN BOUSSIDAN 3100 Steel es Ave. W, Suite 300 23 Lesmill Road, #300 Vaughan, ON L4K 3Rl Toronto, ON M3B 3P6

Jonathan Fine Kevin Sherkin Tel: 905-760-1800 x 226 Tel: 416-224-2400 Email: [email protected] Email: [email protected]

Maria Dimakas Jeremy Sacks Tel: 905-760-1800 x 247 Tel: 416-224-2400 x 119 Email: [email protected] Email: [email protected]

. Lawyers for Toronto Standard Condominium Lawyers for Dolvin Mechanical Contractors Corporation No. 2448. Ltd.

TERRA FIRMA CAPITAL FIRST CAPITAL REALTY INC. CORPORATION 85 Hannah Ave., Suite 400 22 St. Clair Avenue East, Suite 200 Toronto, ON M6K 3S3 Toronto, ON M4T 2S5 Tel: 416-504-4114

Fax: 416-941-1655 Glenn Watchorn President Email: [email protected]

FIRST CAPITAL (S.C.) CORPORATION TERRA FIRMA CAPITAL 85 Hannah Ave., Suite 400 CORPORATION Toronto, ON M6K 3S3 5000 Yonge Street, Suite 1502 Tel: 416-504-4114 Toronto, ON M2N 7E9 Fax: 416-941-1655

Glenn Watchorn President Email: [email protected]

7

TERRA FIRMA CAPITAL TERRA FIRMA REAL TY CORPORATION CORPORATION I Toronto Street, Suite 700 I Toronto Street, Suite 700 Toronto, ON M5C 2V6 Toronto, ON M5C 2V6

Glenn Watchorn Glenn Watchorn President President Email: !lli:'[email protected] Email: !lli:'[email protected]

GOODMANS LLP MILLER THOMSON LLP Bay Adelaide Centre 100 New Park Place, Suite 700 333 Bay Street, Suite 3400 Vaughan, Ontario L4K OH9 Toronto, ON M5H 2S7

Enzo Di Iorio Mark Dunn Tel: 905.532.6613 Tel: 416-849-6895 Email: [email protected] Email: [email protected]

Cara Shamess Lawyers for Toronto Media Arts Cluster Tel: 905.532.6610


Lawvers for Mid-Northern

McMILLAN LLP FASKEN MARTINEAU DUMOULIN Brookfield Place, Suite 4400 LLP 181 Bay Street 333 Bay Street, Suite 2400 Toronto, ON M5J 2T3 Toronto, ON M5H 2T6

Paul Avis Nora Kharouba Tel: 416-865-7006 Tel: 416-865-5163 Email: [email protected] Email: [email protected]

Lawyers for RBC and BNS Lawyers for HomeLife Landmark Realty Inc.

8

BLAKE, CASSELS & GRAYDON LLP DRUD I ALEXIOU KUCHAR LLP 199 Bay Street, Suite 4000 7050 Weston Rd. Commerce Court West Suite 610 Toronto ON M5L 1A9 Vaughan, ON L4L 8G7

Steven J. Weisz MarcoDrudi Tel: 416-863-2616 Tel: 905-850-6116 Email: [email protected] Email: [email protected]

Lawvers for Laurentian Bank of Canada Lawvers for Paramount Structures Ltd.

TORYSLLP ALVAREZ & MARSAL CANADA INC. 79 Wellington Street W. 200 Bay Street, Suite 2900 Suite 3000 Toronto, ON M5J 2Jl Toronto, ON M5K 1N2

Tony Zaspalis Scott Bomhof Tel: 416-847-5171 Tel: 416-865-7370 Email: [email protected] Email: [email protected]

Amanda Favot Crawford Smith Tel: 416-847-5163 Tel: 416-865-8209 Email: [email protected] Email: [email protected]

Ryan Gruneir Lawyers for First Captial (King Liberty - Tel: 416-847-5151 Retail) Corporation, King Liberty North Email: [email protected] Corporation, and First Capital (S. C.) Corporation Construction Receiver over Urbancorp

(Leslieville) Developments Inc., Urbancorp (The Beach) Developments Inc., and Urbancorv !Riverdale) Develovments Inc.

9

A. FARBER & PARTNERS INC. DELZOTTO ZORZI LLP 150 York Street, Suite 1600, 4810 Dufferin Street, Suite D Toronto, ON, M5H 3S5 Toronto, ON M3H 5S8

Hylton Levy, CPA, CA, CIRP, LIT Robert W. Calderwood Tel: 416-496-3070 Tel.: 416-665-5555 Email: [email protected] E-inail: [email protected]

Financial Advisor for Adv. Guy Gissin, in his Sabrina Adamski capacity as the Israeli Functionary of Tel.: 416-665-5555 Urbancorp. Inc. E-mail: [email protected]

Lawyers for Furkin Construction Inc. and GMF Consultinz Inc.

CASSELS BROCK & BLACKWELL LLP KSV ADVISORY INC. 40 King St. West, Suite 2100 150 King Street West, Suite 2308 Toronto, ON M5H 3C2 Toronto, ON M5H IJ9 Attention: Mark St. Cyr

Bobby Kofman Mark St.Cry Tel: 416-932-6228 Tel: 416-869-5462 Email: [email protected] Email: [email protected]

Noah Goldstein Lawyers for Case Realty Tel: 416-932-6228


CCAA Monitor for Urbancorp Toronto Manaf!ement Inc. et al.

DA VIES 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 ManaJ?ement Inc. et al.

10

u:\mforte\the fuller landau group inc\service list fuller landau - may 23, 2017.docx



(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 URBAN CORP CUMBERLAND 2 GP INC., URBAN CORP CUMBERLAND 2 L.P.,

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

NOTICE OF MOTION (returnable January 22, 2018)

THE MOVING PARTY, Guy Gissin, the Israeli Court-appointed functionary officer and

foreign representative ("Functionary") of Urbancorp Inc. ("UCI"), will make a motion to a

judge presiding over the Commercial List on Monday, January 22, 2018, at 10:00 a.m., or as

soon after that as the motion can be heard, at 330 University Avenue, Toronto, Ontario.

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

THE MOTION IS FOR an Order:

1. That Fuller Landau Group Inc., in its capacity as monitor ("Monitor") of the Applicants,

deliver its report on the account review of Bennett Jones LLP ("Bennett Jones");

2. That the Monitor produce the underlying accounts of Bennett Jones to the Functionary;

and,

3. Such further and other relief that the moving party may request and this Honourable

Court may consider just.

THE GROUNDS FOR THE MOTION ARE:

1. On April 25, 2016, pursuant to an application under Israel's insolvency regime

brought by the indenture trustee of certain notes issued by UCI on the Israeli Stock

Exchange ("Bond Issuance"), the District Court in Tel Aviv-Jaffa, Israel ("Israeli

31326060_3fNATDOCS

1

Court") granted an order appointing Guy Gissin as functionary officer of UCI and

giving him certain management powers, authorities and responsibilities over UCI

("Israeli Proceedings").

2. On April 29, 2016, Bosvest Inc. ("Bosvest"), Edge Residential Inc. ("Residential"),

and Edge on Triangle Park ("Triangle", and collectively with Bosvest and Residential,

the "Edge Companies") each filed a notice of intention to make a proposal ("NOi")

pursuant to section 50.4(1) of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3

("BIA").

3. On May 18, 2016, the Ontario Superior Court of Justice (Commercial List) ("Ontario

Court") granted an initial recognition order under Part IV of the Companies'

Creditors Arrangement Act, R.S.C. 1985, c. C-36 ("CCAA") which order declared the

Israeli Proceedings in respect of UCI as a "foreign main proceeding" and recognized

the Functionary as foreign representative of UCL

4. 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") both filed NOis (the Edge Companies and the

Cumberland Companies are, collectively, the "Applicants").

5. The Fuller Landau Group Inc. was appointed as proposal trustee ("Proposal Trustee")

in respect of the Applicants' NO Is.

6. On June 8, 2016, the Functionary and the Proposal Trustee entered into a "Protocol for

Co-operation Among Canadian Court Officer and Israeli Functionary" ("Protocol").

7. On June 15, 2016, the Ontario Court approved the entering into of the Protocol.

8. On October 6, 2016, the Ontario Court granted various orders that among other things:

(a) continued the NOI proceedings of the Applicants under the CCAA; (b) appointed

the Proposal Trustee as the monitor of the Applicants; and ( c) continued the Protocol.

9. On September 22, 2017, the Monitor issued its Eighth Report to the Ontario Court

("Monitor's Eighth Report") in support of a motion returnable September 27, 2017.

31326060_3INATDOCS

2

The Monitor's Eighth Report and the related motion sought various forms of relief

including seeking orders approving: (a) the Monitor's activities as described in the

Monitor's Eighth Report; and (b) fees and disbursements of the Monitor and its legal

counsel.

10. On September 26, 2017, the Israeli Court approved a creditors' arrangement plan in

respect of UCI ("Plan Approval Order"). The Plan Approval Order appoints the

Functionary as trustee of the UCI estate.

11. At the September 27, 2017 motion date, the Functionary opposed certain of the relief

that was being sought in relation to the approval of the Monitor's activities and fees

due to concerns over the potential use of funds from the Applicants to pay for legal

expenses incurred in Israel either directly or through work performed by Bennett

Jones, counsel to the Applicants and to Alan Saskin, in opposing the Plan Approval

Order (the "Fee Issues"). The Fee Issues were first raised with the Monitor in the

spring of 2017, some 5-6 months earlier.

12. Ahead of the September 27, 2017 hearing, the Functionary advised the Monitor's

counsel of its concerns.

13. At the attendance the next day, the Functionary advised the Ontario Court of its

concerns. The Monitor advised the Ontario Co mt that Bennett Jones had agreed to

produce their accounts and that a report should be ready in the next week or so.

14. At the September 27, 2017 hearing, the Ontario Court endorsed the records as follows

on the Fee Issues: "The issues of the Monitor's fees & its counsel is to be dealt with by

the parties at 9:30 before me on Oct. 12, 2017 (if necessary)."

15. Despite the statement from the Monitor's counsel, there was no report delivered and

the parties re-attended on October l21h.

16. At the October 12th attendance, the Monitor advised orally that they had reviewed the

accounts of Bennett Jones and had some follow up questions related to a very small

number of docket entries which they have asked Bennett Jones to clarify. They were

31326060_3[NATDOCS

3

otherwise satisfied that the time related to activity properly spent solely on account of

the Applicants.

17. The Ontario Court advised that the fees and activities of the Monitor were being

approved but that such approval was without prejudice to the Functionary's rights to

seek a review of the Bennett Jones' fees and any issue as to the Monitor's activities

that might arise from such a review.

18. The Ontario Court further noted that the Functionary has the right to seek information

and that if the information sought is not produced then the Functionary can seek

directions from the Ontario Court pursuant to the Protocol. The Ontario Court also

noted that any right to production would be subject to any confidentiality or privilege

claims as provided for in the Protocol.

19. The Functionary returned to Toronto after this hearing to meet with various parties

including meeting with the Monitor at their offices on November 21, 2017. At that

meeting, the Functionary repeated the request for the report and the copies of the

underlying Bennett Jones accounts noting that nothing had yet been produced.

20. Counsel to the Monitor again indicated, in a manner similar to that set out in the

September 27, 2017 attendance, that there were just a few outstanding questions

requiring clarification.

21. As at the end of 2017, over 3 months have passed since the September motion date,

and over 8 months since the Fee Issues were first raised, and the Monitor has neither

produced its report nor the underlying Bennett Jones accounts.

22. Therefore, the Functionary brings forward this motion, as provided for in the Protocol,

requiring the Monitor to report on its review of the Bennett Jones accounts and to

produce them for the Functionary to review.

23. Rules 1.04(1), 1.04(2), 2.03, and 37 of the Rules of Civil Procedure, R.R.0. 1990,

Reg. 194; and,

31326060_3INATOOCS

4

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

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

31326060_3INATDOCS


(COMMERCIAL LIST)

Proceeding commenced at Toronto

NOTICE OF MOTION (returnable January 22, 2018)

DENTONSCANADALLP 77 King Street West, Suite 400 Toronto, ON M5K OAl Fax: 416-863-4592



Lawyers for the Moving Party, Guy Gissin, the Israeli Court-appointed functionary officer and foreign representative of Urbancorp Inc.

CJ)



(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.,

BOS VEST INC., EDGE ON TRIANGLE PARK INC., AND EDGE RESIDENTIAL INC.

EIGHTH REPORT TO THE COURT OF GUY GISSIN, IN HIS CAPACITY AS COURT APPOINTED

FUNCTIONARY AND FOREIGN REPRESENTATIVE OF URBANCORP INC.

January 08, 2018

A. BACKGROUND

!. On April 25, 2016, pursuant to an application under Israel's insolvency regime brought by

the indenture trustee of certain notes issued by Urbancorp Inc. ("UCI") on the Israeli

Stock Exchange ("Bond Issuance"), the District Court in Tel Aviv-Jaffa, Israel ("Israeli

Court") granted an order appointing Guy Gissin as functionary officer of UC! (the

"Functionary") and giving him certain management powers, authorities and

responsibilities over UC! ("Israeli Proceedings").

2. On April 29, 2016, Bosvest Inc. ("Bosvest"), Edge Residential Inc. ("Residential"), and

Edge on Triangle Park ("Triangle", and, collectively with Bosvest and Residential, the

"Edge Companies") each filed a notice of intention to make a proposal ("NOi") pursuant

to section 50.4(1) of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3 ("BIA").

3. On May 18, 2016, the Ontario Superior Court of Justice (Commercial List) ("Ontario

Court") granted an initial recognition order under Part IV of the Companies' Creditors

Arrangement Act, R.S.C. 1985, c. C-36 ("CCAA"), which declared the Israeli

Proceedings in respect of UC! as a "foreign main proceeding" and recognized the

Functionary as foreign representative of U CI.

31403940_ 1 INATDOCS

7

-2-

4. 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") both filed NOis (hereinafter, the Edge Companies

and the Cumberland Companies are, collectively, the "Applicants".)

5. The Fuller Landau Group Inc. was appointed as proposal trustee ("Proposal Trustee") in

respect of the Applicants' NOis.

6. On June 8, 2016, the Functionary and the Proposal Trustee entered into a "Protocol for

Co-operation Among Canadian Court Officer and Israeli Functionary" ("Protocol") which

the Ontario Court approved on June 15, 2016. A copy of the Protocol is attached as

Appendix "A".

7. On October 6, 2016, the Ontario Court granted various orders that among other things: (a)

continued the NOI proceedings of the Applicants under the CCAA; (b) appointed the

Proposal Trustee as the monitor of the Applicants ("Monitor"); and (c) continued the

Protocol.

8. On September 22, 2017, the Monitor issued its Eighth Report to the Ontario Court

("Monitor's Eighth Report") in support of a motion returnable September 27, 2017. The

Monitor's Eighth Report and the related motion sought various forms of relief including

seeking orders approving: (a) the Monitor's activities as described in the Monitor's Eighth

Report; and (b) fees and disbursements of the Monitor and its legal counsel.

9. On September 26, 2017, the Israeli Court approved a creditors' arrangement plan in

respect of UCI ("Plan Approval Order"). The Plan Approval Order appoints the

Functionary as trustee of the UCI estate. 1

10. At the September 27, 2017 motion date, the Functionary opposed certain of the reliefthat

was being sought in relation to the approval of the Monitor's actions and fees due to

10n October 30, 2017, the Ontario Court granted a recognition order in respect of the Plan Approval Order.

31403940_ 1 INATDOCS

8

B.

11.

c.

12.

-3-

concerns over the potential use of funds from the Applicants to pay for legal expenses

incurred in Israel either directly or through work performed by Bennett Jones LLP

("Bennett Jones"), counsel to the Applicants and to Alan Saskin, in opposing the Plan

Approval Order ("Fee Issues"). The Fee Issues had been raised with the Monitor several

times back in the spring of 2017, at least 5-6 months before the September hearing date,

both orally and in e-mail correspondence.

PURPOSE OF THE REPORT

The purpose of this Eighth Report is to update the Ontario Court on the Fee Issues and to

request that the Ontario Court grant an order requiring the Monitor to:

(A) Report to the Ontario Court on the Fee Issues; and

(B) Provide to the Functionary copies of the underlying Bennett Jones accounts.

THE FEE ISSUES

Ahead of the September 27, 2017 hearing, the Functionary advised the Monitor's counsel

of its concerns. In an e-mail sent the day before the hearing, the Functionary's counsel

advised:

" ... we have concerns over certain of the relief that is being requested in tomorrow's

motion. As the motion material was served during the Rosh Hashana holiday the

Functionary and its counsel had limited opportunity to review the material ... The

Functionary does take issue with the requests to approve the activities in the gth report

and on the legal proceedings in Israel and the materials are silent on the steps that

have been taken in Israel, who is paying for it and why this would benefit the

creditors of the Cumberland Two estates (the Functionary, on behalf of UCI being,

we believe, one of the largest creditors in the Cumberland Two groups). As such we

are going to ask the court to adjourn that portion of the relief to a date to be set.

In addition, we still await information on the payments that have been made to

Bennett Jones and will raise this issue with the Court at the same time as we address

the issues raised around this report."

31326223_ 4[ NA TDOCS

9

-4-

A copy of this e-mail is attached as Appendix "B".

13. In response, the Monitor's counsel advised:

"As to your client's concern about the Monitor's involvement on the proceedings in

Israel, we note that it is not the Monitor, but the Proposal Trustee who has retained

counsel in the Israeli proceedings. Thus, there is nothing for the Monitor to report

upon as relates to the Israeli proceedings.

As to the payments to Bennett Jones, based on our last conversation with Bennett

Jones they may soon be releasing un-redacted copies of their invoices. We will

confirm this with them. Once they are released they can be produced in the proper

manner.

A copy of this e-mail is attached as Appendix "C".

14. At the attendance the next day, the Functionary advised the Ontario Court of its concerns.

The Monitor advised the Ontario Court that Bennett Jones had agreed to produce their

accounts and that a report should be ready in the next week or so.

15. At the September 27, 2017 hearing, the Ontario Court endorsed the records as follows on

the Fee Issues: "The issues of the Monitor's fees & its counsel is to be dealt with by the

parties at 9:30 before me on Oct. 12, 2017 (if necessary)." A copy of the September 27,

2017 endorsement is attached as Appendix "D".

16. Despite the statement from the Monitor's counsel, there was no report delivered and the

parties re-attended on October 12'h.

17. At that attendance, the Monitor advised orally that they had reviewed the accounts of

Bennett Jones and had some follow up questions related to a very small number of docket

entries which they have asked Bennett Jones to clarify. They were otherwise satisfied that

the time related to activity properly spent solely on account of the Applicants.

18. The Ontario Court advised that the fees and activities of the Monitor were being approved

but that such approval was without prejudice to the Functionary's rights to seek a review

31326223_ 4JNATDOCS

10

-5-

of the Bennett Jones' fees and any issue as to the Monitor's activities that might arise from

such a review.

19. The Ontario Court further noted that the Functionary has the right to seek information and

that if the information sought is not produced then the Functionary can seek directions

from the Ontario Court pursuant to the Protocol. The Ontario Court also noted that any

right to production would be subject to any confidentiality or privilege claims as provided

for in the Protocol. A copy of the October 12, 2017 endorsement is attached as Appendix

"E".

20. The Functionary returned to Toronto after this hearing to meet with various parties

including meeting with the Monitor at their offices on November 21, 2017. At that

meeting, the Functionary repeated the request for the report and the copies of the

underlying Bennett Jones accounts noting that nothing had yet been produced.

21. Counsel to the Monitor again indicated in a manner similar to that set out in the September

27, 2017 attendance, that there were just a few outstanding questions requiring

clarification.

22. As at the end of 2017, over 3 months have passed since the September hearing date, and

over 8 months since the Fee Issues were first raised, and the Monitor has neither produced

its report nor the underlying Bennett Jones accounts.

23. Therefore, the Functionary brings forward this motion, as provided for in the Protocol,

requiring the Monitor to report on its review of the Bennett Jones accounts and to produce

them for the Functionary to review.

D. RECOMMENDATIONS

24. The Functionary respectfully requests that this Honourable Court grant Orders requiring

that the Monitor:

(a) Deliver its report on the Bennett Jones' account review; and

(b) Produce the Bennett Jones accounts for the Functionary to review itself.

31326223_ 41 NATDOCS

11

-6-

ALL OF WHICH IS RESPECTFULLY SUBMITTED THIS 08 DAY OF JANUARY, 2018.

Guy Gissiu, iu his capacity as Court-Appointed Functionary and Foreign Representative of Urbancorp Inc., and not in his personal or corporate capacity

31403940_ 11NATDOCS

12

PROTOCOL For Co-operation Among Canadian Court Officer and Israeli Functionary

BETWEEN:

GUY GISSIN , in his capacities as Functionary Officer appointed by

the Israeli Court for Urbancorp Inc. and Foreign Representative ofUrbancorp Inc. Recognized pursuant to Part IV of the Companies' Creditors Arrangement Act.

-and-

THE FULLER LANDAU GROUP INC., in its capacity as proposal trustee of certain subsidiaries ofUrbancorp Inc.

WHEREAS The Fuller Landau Group Inc. ("FL") was appointed the proposal trnstee in respect of each of Bosvest Inc., Edge Residential Inc., Edge on Triangle Park Inc., Urbancorp Cumberland GP 2 Inc. Urbancorp Cumberland 2 LP and including for the purposes of this protocol Westside Gallery Lofts Inc. (which it is anticipated will also be filing a notice of intention in the near future) (the "Edge Companies"), in notice of intention filings made by each of the Edge Companies under the Bankruptcy and Insolvency Act ("BIA") (the "Edge Proposal Proceedings");

AND WHEREAS Guy Gissin was appointed as Functionary Officer on a preliminary basis (the "Israeli Parentco Officer") ofUrbancorp Inc. ("Parentco"), the parent of the Edge Companies, by order of the District Court in Tel Aviv-Yafo (the "Israeli Courf') dated April 25, 2016 (the "Israeli Functionary Order") in case number 44348-04-16 Reznik Paz Neva Trusts Ltd. Vs. Urbancorp Inc. (the "Israeli Proceedings") and the Israeli Functionary Order was recognized by the Ontario Superior Court of Justice (Commercial List) (the "Canadian Court") by Orders dated May 18, 2016 pursuant to the Companies' Creditors Arrangement Act ("CCAA") in Comt File number CV-16-11392-00CL to enable the Israeli Parentco Officer to represent the interests of Parentco and participate as a stakeholder representative in proceedings commenced by certain subsidiaries of Parentco in connection with protecting the interests of Parentco's creditors, including the holders of the bonds issued on the Tel Aviv 'Stock Exchange (the "Parentco Bonds") pursuant to a deed of trust dated December 7, 2015 (the "Parentco Bond Indenture");

AND WHEREAS Parentco is a shareholder and a creditor of one or more of the Edge Companies, and the Israeli Parentco Officer also wishes to participate in the Edge Proposal Proceedings as a stakeholder representative in connection with protecting the interests of Parentco and its creditors, including the Parentco Bonds;

AND WHEREAS FL and the Israeli Parentco Officer have agreed to work cooperatively on the terms set out herein to attempt to maximize recoveries for the benefit of the creditors of the Edge Companies, including Parentco;

NOW THEREFORE, the Israeli Parentco Officer and FL agree to implement the following protocol (the "Protocol") to cooperate with each other to maximize recoveries for the creditors of the Edge Companies and other stakeholders in accordance with their legal priorities:

WSLEGAL\075736\00001\13678779v2

13

1. At the comeback hearing scheduled on June 15, 2016 before the Canadian Court in the Edge Proposal Proceedings, or as soon after that date as can be scheduled before the Canadian Court, the Edge Companies shall seek an order in form and substance satisfactory to the Israeli Parentco Officer, acting reasonably, giving FL augmented powers so as to control ordinary course management and receipts and disbursements of funds for the Edge Companies and other powers with respect to the direction and management of the Edge Companies and their property. FL acknowledges that the Israeli Parentco Officer shall have standing to appear before the Canadian Court as the representative of Parentco in the Edge Proposal Proceedings. [note to draft: The parties further acknowledge that the terms of the order sought will be the same with appropriate circumstantial amendments to the terms of the order augmenting KSV' s authorities and responsibilities as monitor under the CCAA proceedings including paragraphs 27-29, and 31-37 of such order.]

2. The Israeli Parentco Officer and FL agree that, with respect to the Edge Proposal Proceedings:

(a) FL shall provide the Israeli Parentco Officer with regular and timely information updates regarding the ongoing status of the Edge Proposal Proceedings as they unfold.

(b) The Israeli Parentco Officer shall provide FL with at least three business days' prior notice (including full materials, translated into English) of any proceeding, motion or action it takes in the Israeli Court that may negatively impact the Edge Companies or their Edge Proposal Proceedings; ·

( c) FL shall provide the Israeli Parentco Officer with at least three business days' prior notice of any proceeding, motion or action it takes in the Canadian Court that may negatively impact the Urbancorp Inc. or the Israeli Proceedings;

( d) FL shall provide to the Israeli Parentco Officer copies of all infmmation pettaining to the Edge Companies:

(i) in FL's possession that FL considers material and; or

(ii) as reasonably requested by the Israeli Parentco Officer,

provided that FL, in good faith is not of the view that such information is subject to privilege or confidentiality restrictions. If FL is of the view that such information is subject to privilege or confidentiality restrictions, then FL shall so inform the Israeli Parentco Officer and shall seek directions from the Canadian Comt on notice to the affected parties in the Edge Proposal Proceedings as to whether there are any restrictions which would prevent the disclosure of such information to the Israeli Parentco Officer.

( e) The Israeli Parentco Officer shall provide to FL, in its capacity as the Proposal Trustee of the Edge Companies, copies of all information pertaining to the Israeli Proceedings:

WSLEGAL\07573610000 I \l 3678779v2

14

(i) in the Israeli Parentco Officer's possession that it considers material to the Edge Companies or the Edge Proposal Proceedings and is not subject to privilege or confidentiality restrictions; or

(ii) as reasonably requested by FL, provided that this shall not entitle FL or any party requesting information through them to receive information on ongoing reviews or investigations being undertaken by the Israeli Parentco Officer or others in connection with the Israeli Proceedings;

(f) FL will run an orderly sale and restructuring process with respect to the Edge Companies, subject to approval by the Canadian Court in the Edge Proposal Proceedings. FL will design a sale or restructuring process collaboratively with the Israeli Parentco Officer, with the understanding that at any time during the pendency of the sales process, should an offer come forward with respect to any or all of the Edge Companies contemplating a restructuring or other option which is acceptable to both FL and the Israeli Parentco Officer, the sale process may be truncated in order to pursue the other option with respect to the Edge Companies in question. Alternatively, should the sale process continue to the point of the submission of bids, subject to section 3(b) below, copies of all bids will be provided to the Israeli Parentco Officer by FL, and FL shall discuss same with the Israeli Parentco Officer with the objective, but not the obligation, of hopefully concurring on the course of action to be followed in terms of which bids to continue negotiating or which bid(s) to select, as the successful bidder(s). FL acknowledges that, throughout these processes, the Israeli Parentco Officer may from time to time require instructions and/or directions from the Israeli Court, and that the process shall be conducted in a fashion to permit the Israeli Parentco Officer the opportunity to do .so on a timeframe consistent with the urgency of the circumstances then in question. The Israeli Parentco Officer and FL agree that, in the event there is a disagreement between the Israeli Parentco Officer and FL as to the working out of the sale and restructuring process, whether it be in terms of selecting an alternative option to a sale, determining which bids to proceed to negotiate further, or seeking approval of a particular sale from the Canadian Court supervising the Edge Proposal Proceedings, the ultimate decision and course of action shall be determined by the Canadian Court on application by FL for directions and provided that the Israeli Parentco Officer shall have standing as representative of Parentco to make full representations to the Canadian Court as to his views and recommendations. The parties acknowledge that under Canadian law FL may have a duty to consult with other creditors on the foregoing sale and restructuring matters and may do so as it deems advisable in the circumstances.

(g) The order sought in the Edge Proposal Proceedings augmenting the powers authorities of FL as proposal trustee shall contain the following paragraph pertaining to material or non-ordinary course decisions or disbursements:

THIS COURT ORDERS tlmt the Edge Companies shall not, without further order of this Court: (a) make any disbursement out of the ordinary course of business of its business exceeding in the aggregate $100,000 in .any calendar month; or (b)

WSLEGAL\075736\0000l\13678779v2

15

engage in any material activity or transaction not otherwise in the ordinary course of it business.

In the event that such paragraph is not included in the order, then any such disbursements or other material activity or transaction shall not be made without the order of the Canadian Court.

3. The Israeli Parentco Officer and FL further agree to cooperate as follows:

(a) to the extent practicable, each shall share with the other copies of materials to be filed with their respective courts (but not drafts of any such materials), prior to the public filing of same. This provision may not apply to materials submitted in the course of seeking directions from the Canadian Court in the event of a disagreement between the Israeli Parentco Officer and FL over any matters.

(b) The Israeli Parentco Officer agrees that any information provided to him by FL in connection with the sale process or restructuring alternatives and potential proposals to creditors, shall remain confidential and not be disclosed to any party without FL's consent, not to be unreasonably withheld, it being acknowledged that the Israeli Parentco Officer shall be entitled to provide information to its advisors (provided they agree to be bound by the confidentiality restrictions detailed herein) and to both the Israeli Court and the Official Receiver of the Israeli Ministry of Justice, in each case on a sealed and private basis to obtain directions as needed, or as may be set forth in the Non-Disclosure Agreement executed by the Israeli Parentco Officer on June 3, 2016.

4. Provided that FL is acting in good faith and has not engaged in willful misconduct or gross negligence, the Israeli Parentco Officer shall support any extensions of the stay of proceedings in respect of the Edge Proposal Proceedings supported by FL and shall not take any steps to attempt to remove FL as the proposal trustee under the Edge Proposal Proceedings, seek to have the Edge Proposal Proceedings combined with the Urbancorp CCAA Proceedings, or to in any way to interfere with or seek to limit FL's powers in such capacity or to suggest that FL must take instruction from it or the Israeli Court or terminate the Edge Proposal Proceedings without the consent of FL or by order of the Canadian Court. Nothing herein shall be deemed to grant any additional claims, rights or priority of claims to, or in respect of, Parentco, the Parentco Bonds or to the trustee under the Parentco Bond Indenture or to the Israeli Parentco Officer as against the Edge Companies. In the event of any restriction or termination of the Israeli Parentco Officer's powers by the Israeli Court, this Protocol shall be deemed to be modified accordingly such that the Israeli Parentco Officer's powers and authority hereunder are no greater that those given to him by the Israeli Court.

5. This Protocol shall be governed by laws of Ontario and the laws of Canada as applicable and all disputes or requests for direction in connection with this Protocol shall be determined by the Canadian Court. Nothing herein is or shall be deemed to be an attornment by FL to the Israeli Court or the laws of Israel.

WSLBGAL\075736\0000I\13678779v2

16

17

**THE REMAINDER OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK**

WSLEG AL\07573610000 I I 13678 779v2

6. This Agreement is subject to the approval of the Israeli Court and the Canadian Court.

DATED this _8 __ day of June, 2016.

Name of Witness:

WSLEG AL\07 573610000 I I l 3678779v2

IC ,'' "' .. .,

.... ·'x_.,.·~ l: ' ' ' ..

.. -'. ~ ::. ,_

Name: GUY GISSIN, in his capacities as Functionary Officer appointed by the Israeli Court for Urbancorp Inc. and Foreign Representative of Urbancorp Inc. recognized pursuant to Part IV of the Companies' Creditors Arrangement Act, and not in his personal capacity

THE FULLER LANDAU GROUP INC. in its capacity as proposal trustee and of certain subsidiaries ofUrbancorp Inc., and not in its personal capacity

By:

Name: Title:

18

6. This Agreement is subject to the approval of the Israeli Court and the Canadian Court.

DATED this JM. day of June, 2016.

Name of Witness:

WSLEOAL\D7S736\DDDD1\13678779v2

Name: GUY GISSIN, in' his capacities as Functionary Officer appointed by the Israeli(-:ourtfor Urbancorp Inc. and Foreign Representative of Urbancorp Inc. recognized pursuant to Part IV of the Companies' Creditors Arrangement Act, and notin his personal capacity

THE FULLER LANDAU GROUP INC. in its capacity as proposal trustee and of certain subsidiaries of Urbancorp Inc., and not in its personal ap,ty /

By: V-----Name: Title:

19

Ginic, Vanja

From: Sent: To: Cc:

Kraft, Kenneth 26-5ep-17 9:05 AM Robert Drake; [email protected] Rabinovitch, Neil; Hylton Levy; Ginic, Vanja; Guy Gissin ([email protected]); Yael Hershkovitz ([email protected])

20

Subject: RE: In the Matter of a Plan of Compromise or Arrangement of Urbancorp Cumberland 2 GP Inc., et al., Court File No. CV-16-11541-00CL

Messrs. Forte and Drake

As counsel to the Israeli Functionary we have concerns over certain of the relief that is being requested in tomorrow's motion. As the motion material was served during the Rosh Hashana holiday the Functionary and its counsel had limited opportunity to review the material so this raises only overall concerns at this point. Please note that the Functionary has no objection to the request to the extension of the stay period nor to the appointment of Mr. Polika as a claims officer. The Functionary does take issue with the requests to approve the activities in the 81

h report and on the approval of the fees and disbursements of the Monitor and its counsel. The Monitor has been extensively involved in the legal proceedings in Israel and the materials are silent on the steps that have been taken in Israel, who is paying for it and why this would benefit the creditors of the Cumberland Two estates (the Functionary, on behalf of UCI being, we believe, one of the largest creditors in the Cumberland Two groups). As such we are going to ask the court to adjourn that portion of the relief to a date to be set. 1.n addition, we still await information on the payments that have been made to Bennett Jones and will raise this with the Court at ~he same time as we address the issues raised around this report.

Ken

~DENTONS Kenneth Kraft Partner

D+14168634374 I M+14166027174 [email protected] Bio I Website

Dentons Canada LLP 77 King Street West, Suite 400, Toronto-Dominion Centre Toronto, ON M5K OA1 Canada

;kJ1X. Salans FMC SNR Denton McKenna Long

Dentons is a global legal practice providing client services worldwide through its member firms and affiliates. This email may be confidential and protected by legal privilege. If you are not the intended recipient, disclosure, copying, distribution and use are prohibited; please notify us immediately and delete this email from your systems. To update your commercial electronic message preferences email [email protected] or visit our website. Please see dentons.com for Legal Notices.

From: Robert Drake [mailto:[email protected]] Sent: 22-Sep-17 3:48 PM To: [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; S. Richard Orzy ([email protected]); [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; Christopher J Henderson; [email protected];

1

[email protected]; [email protected]; [email protected]; [email protected]; 21 [email protected]; [email protected]; [email protected]; Bel/[email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; Rabinovitch, Neil; Kraft, Kenneth; [email protected]; [email protected]; [email protected]; [email protected]; Jeremy Sacks; [email protected] Cc: Annessa Cenerini ([email protected]); Sophie Peiou Subject: In the Matter of a Plan of Compromise or Arrangement of Urbancorp Cumberland 2 GP Inc., et al., Court File No CV-16-11541-00CL

TO THE SERVICE LIST:

Pleas find enclosed the Motion Record and Eighth Report of The Fuller Landau Group Inc. in its capacity as Monitor of Urbancorp Cumberland 2 GP Inc., Urbancorp Cumberland 2 L.P., Bosvest Inc., Edge on Triangle Park Inc., and Edge Residential Inc. for a motion returnable on Wednesday, September 27, 2017 at 9:30 a.m.

The motion being brought by the Monitor is for (1) approval of the Monitor's activities as described in the Monitor's Eighth Report; (2) extending the Stay Period (as that term is defined in the Initial Order) until and including January 26, 2018; (3) appointing Julia Polika as Claims Officer; and (4) approving the fees and disbursements of the Monitor and its counsel for the period of February 1, 2017 to August 31, 2017.

On this appointment, the Monitor will also be scheduling a litigation timetable with regards to one group of trade creditors for the relief sought in the Monitor's Sixth Report. This group of trade creditors consists of Coo/tech Air Systems Ltd., Genesis Home Services Inc., Icarus Holdings (Milton) Inc., and AEM Fantin Capital Corp.

ROBERT J. DRAKE

e e Suite 1600 f 480 University Avenue I Toronto ON I MSG 1V2

GSNHll9 Direct416 597 5014 I Fax416 597 [email protected]

GQl.O)li,\.'I' S1!>AN NASlt .J'/ HARF:R t.tJ' 11u1t1t11o"1t'.1t$«Mit1!untt.' Assistant I Mary Gartland f 416 597 9922 ext. 133 I [email protected]

dcdlc~l•d to f9"r >UCC<lSS

We're social, follow us, m ~ Ptoml rncmho::t or

NOTICE OF CONFIDENTIALITY: 1l1is em11il and any attachment contain information which is privileged and confidential. rt is intended only for the use of the individual to whom it is addressed. If you are not the intended recipient or the person responsible for delivering this document to !he intended recipient, you arc hereby advised that nny disclosure, reproduction, distribution or other use of this emnil is strictly forbidden. ff you hove recdved this email by error, please notify us immediately by telephone or email nnd confirm that you have destroyed the original transmission and any copies that have been made. Thank you for your cooperation. Should you not wish to receive commercial electronic messages from GSNH, please unsubscribe.

2

Ginic, Vanja

From: Sent: To: Cc:

Robert Drake <[email protected]> 26-Sep-17 1:37 PM Kraft, Kenneth; [email protected] Rabinovitch, Neil; Hylton Levy; Ginic, Vanja; Guy Gissin ([email protected]); Yael Hershkovitz ([email protected])

22

Subject: RE: In the Matter of a Plan of Compromise or Arrangement of Urbancorp Cumberland 2 GP Inc., et al., Court File No. CV-16-11541-00CL

Mr. Kraft,

Thank you for your email below. As to your client's concern about the Monitor's involvement on the proceedings in Israel, we note that it is not the Monitor, but the Proposal Trustee who has retained counsel in the Israeli proceedings. Thus, there is nothing for the Monitor to report upon as relates to the Israeli proceedings.

As to the payments to Bennett Jones, based on our last conversation with Bennett Jones they may soon be releasing unredacted copies of their invoices. We will confirm this with them. Once they are released they can be produced in the proper manner.

We believe the above allays any concerns that the Israeli Functionary has about tomorrow's motion. As it appears that everyone is content to have the CCAA process move forward (as signified by the lack of opposition to the stay extension and appointment of a Claims Officer), we would like to continue that process without additional costs to the creditors caused by further attendances in court. However, if those attendances are inevitable, we would like to schedule them sooner rather than later so all issues can be addressed while fresh in people's minds.

Please let us know what your instructions are for tomorrow morning.

If you have any questions, please let us know.

ROBERT J. DRAKE

ee Suite 1600 I 480 UniYersity Avenue I Toronto ON I MSG 1V2

GSNH99 Dircct4l6 597 5014 I Fax416597 [email protected]

GQl.DMAN-$2,0/lN NA:Slt t1 HARER t.LP 1UMflu'lr;11.S.u mt.rir.m~~ A~sislant I Annessa Ccnctini J 416 597 9922 ext. 126] [email protected]

dedicated to your success

We're social, follow us, m I;] Proud mcmhi:r or

NOTICE OF CONFIDENTIALITY: This cmnil and any nunchmen! contain information which is privileged nnd confident in!. It is intended only for the use of the individunl lo whom it is addressed. If you are not the intended recipient or the person responsible for delivering this document to the intended recipient, you me hereby advh:ed that any disclosure, reproduction, distribution or other use of this email is strictly forbidden. If you have received this email by error, please notify us immediately by telephone or email and confirm that you have destroyed !he original transmission and any copies that have been made. Thank you for your cooperation. Should you 1101 wish to receive commercial electronic messages from GSNH. please unsubscribe.

From: Kraft, Kenneth [mailto:[email protected]] Sent: September-26-17 9:05 AM To: Robert Drake; [email protected] Cc: Rabinovitch, Neil; Hylton Levy; Ginic, Vanja; Guy Gissin ([email protected]); Yael Hershkovitz ([email protected]) Subject: RE: In the Matter of a Plan of Compromise or Arrangement of Urbancorp Cumberland 2 GP Inc., et al., Court File No. CV-16-11541-00CL

1

Messrs. Forte and Drake 23

As counsel to the Israeli Functionary we have concerns over certain of the relief that is being requested in tomorrow's motion. As the motion material was served during the Rosh Hashana holiday the Functionary and its counsel had limited opportunity to review the material so this raises only overall concerns at this point. Please note that the Functionary has no objection to the request to the extension of the stay period nor to the appointment of Mr. Polika as a claims officer. The Functionary does take issue with the requests to approve the activities in the 8th report and on the approval of the fees and disbursements of the Monitor and its counsel. The Monitor has been extensively involved in the legal proceedings in Israel and the materials are silent on the steps that have been taken in Israel, who is paying for it and why this would benefit the creditors of the Cumberland Two estates {the Functionary, on behalf of UCI being, we believe, one of the largest creditors in the Cumberland Two groups). As such we are going to ask the court to adjourn that portion of the relief to a date to be set. In addition, we still await information on the payments that have been made to Bennett Jones and will raise this with the Court at the same time as we address the issues raised around this report.

Ken

Kenneth Kraft Partner

D+14168634374 I M+14166027174 [email protected] Bio I Website

Dentons Canada LLP 77 King Street West, Suite 400, Toronto-Dominion Centre Toronto, ON M5K OA1 Canada

;!;:J1)4 Salans FMC SNR Denton McKenna Long

Dentons is a global legal practice providing client services worldwide through its member firms and affiliates. This email may be confidential and protected by legal privilege. If you are not the intended recipient, disclosure, copying, distribution and use are prohibited; please notify us immediately and delete this email from your systems. To update your commercial electronic message preferences email [email protected] or visit our website. Please see dentons.com for Legal Notices.

----------------------------------~--~·-·--·

From: Robert Drake [mailto:[email protected]] Sent: 22-Sep-17 3:48 PM To: [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; S. Richard Orzy ([email protected]); [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; Christopher J Henderson; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; Rabinovitch, Neil; Kralt, Kenneth; [email protected]; [email protected]; [email protected]; [email protected]; Jeremy Sacks; [email protected] Cc: Annessa Cenerini ([email protected]); Sophie Peiou Subject: In the Matter of a Plan of Compromise or Arrangement of Urbancorp Cumberland 2 GP Inc., et al., Court File No 0/-16-11541-00CL

TO THE SERVICE LIST:

2

Pleas find enclosed the Motion Record and Eighth Report of The Fuller Landau Group Inc. in its capacity as Monitor of24 Urbancorp Cumberland 2 GP Inc., Urbancorp Cumberland 2 L.P., Bosvest Inc., Edge on Triangle Park Inc., and Edge Residential Inc. for a motion returnable on Wednesday, September 27, 2017 at 9:30 a.m.

The motion being brought by the Monitor is for (1) approval of the Monitor's activities as described in the Monitor's Eighth Report; (2) extending the Stay Period (as that term is defined in the Initial Order) until and including January 26, 2018; (3) appointing Julia Polika as Claims Officer; and (4) approving the fees and disbursements of the Monitor and its counsel for the period of February 1, 2017 to August 31, 2017.

On this appointment, the Monitor will also be scheduling a litigation timetable with regards to one group of trade creditors for the relief sought in the Monitor's Sixth Report. This group of trade creditors consists of Cooltech Air Systems Ltd., Genesis Home Services Inc., Icarus Holdings (Milton) Inc., and AEM Fantin Capital Corp.

ROBERT J. DRAKE

e e Suite 1600 f 480 University Avenue I Toronto ON I MSG 1V2

GSNH91Ji Dircct416 597 5014 I Fax416 597 [email protected]

GOLDMA!'I: Sl))AN NASH tr HAll~ll LLP ito.111,ntll'l~SOl.Krn""'~ Assistant I Mary Gartland I 416 597 9922 ext. 133 j [email protected]

<ledlc•t•d to yoor Sl/Ct.&5S

We're social, follow us. m t:;J Prnud motnbcr of

NOTICE OF CONFIDENTIALllY: This email and any attachment con!ain information which is privileged and confidentinl. It is intended only for the use of the individtml to whom it is addressed. If you are not the intended recipient or the person responsible for delivering this document to the intended recipient, you are hereby advised 1hat any c1·1sclosure, reproduction, dislribu!ion or other use of this email is strictly forbidden. If you have received this email by error. please notify us immcdialely by telcp!10ne or email and confirm that you have destroyed the original transmission and any copies that have been made. Thank you for your cooperation. Should you not wii;h to receive commercial electronic mei;i;ages from GSNH, please unsubscribe.

3

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

. ·-:\ ·.--.Y:t

Court File No. CV-16-11541-00q.; .'~ URBANCORP CUMBERLAND 2 GP INC., URBANCORP CUMBERLAND 2 LP., BOSVEST INC., EDGE ON TRIANGLE PARK INC., AND EDGE RESIDENTIAL INC. (COLLECTIVELY, THE "APPLICANTS")

_P_UR __ s_u_ANT ___ T_o_nm ___ c_o_MP. __ '4NJ __ E_s_'_CRED---l-TO_R_s_ARR.AN _____ GE_'M._E_'NT __ A_cr __ c_ili_c_"C_c_AA __ ") ____ __,,,__ ____ 'r"ir----------------------------------- :~

ONTARIO SUPERIOR COURT OF .JUSTICE

(COMMERCIAL usn

Proceeding commenced at Toronto

MOTION RECORD OF THE FULLER LANDAU GROUP INC. AS

MONITOR OF THE APPLICANTS

(Returnable for Stay Extension, Approval of Activities, Approval of Fees, and Appointment of Claims Officer)

GOLDMAN SLOAN NASH & HABER LLP Barristers and Solicitors Suite 1600, 480 University Avenue Toronto, Ontario, M5G 1 V2 Fax: 4 16-597-3370

Mario Forte [LSUC No. 27293F] Tel: 41 6-597-6477

Robert J . Drake [LSUC No. 57083GJ 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.

i . '

I I I I I I I

r' ~1 I -

I f

• ·'·

IN 'JllE MA TIER OF THE COMPANIES CREDJTORS ARRANGEMENT ACT, R.S.C.1985, c. C-36, AS AMENDED I' ' URBANCORP CUMBERLAND 2 GP INC., URBANCORP CUMBERLAND 2 LP., BOSVEST INC., EDGE ON Court File No. CV-16-11541-00CL .

TRIANGLE PARK INC., AND EDGE RESIDENTIAL INC. (COLLECTIVELY, THE "APPLICANTS") ·~J ~PURS ___ u_ANT ___ T_o_TIIE ___ c_o_MP_'ANI ___ Es_·_c_'RE_D_1_ro_R_s_ARRAN ____ G_E_'M_E_N_r_A_cr_c_ili_c_"c_c_AA __ ")---::---;;----~~--------------------~--------.:-...- .~

.' .... f . . .-; ONTARIO

SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST)

-.,.~-' .~.

~..-., ....

Proceeding commenced at Toronto . t•i·!~:~

MOTION RECORD . . OF THE FULLER LANDAU GROUP. INC: AS . :'

MO.NITOR OF THE APPLICANTS · ' · "•.;. ·. . . :~.

(Returnable for Stay Extension , Approval of : .> Activities, Approval or Fees, and Appointmenr of Claims Officer)

GOLDMAN SLOAN NAS.H & HABER LLP Banisters and Solicitors Suite 1600, 480 Universitv AvenUl: Toronto, O:itario, M5G l V2 Fax.: 416-597-3370

- . . Mario Forte [LSUC No. 27293Fj

Tel: 416-597-6477

Robert J. Drake [LSUC No. 57083G) Tel: 416-597-5014 ... ;)>:-~

• . • • • • Jll

Lawyers for The Fuller Landau Group Inc. in its ;..; capacity as the Monitor for Urbancorp Cumberlaml 2 ">. GP Inc., Urbancorp Cumberland 2 L.P., Bos".est hie.;' .''fr Edge Residential lnc., and Edge on Triangle Park Inc.

· ok1J//1l --;?''#~ /-r/ZA~·i./ //~'7i'tr-Y/V'/f!·? _1£./,/;_.~ ,7'°-d .,e/11/t:;../ /#& ,..Cctr'.!· o;:::: .,<Je po/I?.~ c .r>1//Y$e L- ,,,t:>.X}/.!1 t//V/Jh ;TA,£ /,,.v.1?//2.. ~./0:5.f.R.. /)l/.':/f .2. otc r7&

~;f;v,_.., .-?,,,,,,/

~ /.?/ 7? J-./ ?;:/,?'--.,\

r,-s; ,,-:;•.? A"'-d·--~;,,· ,:~

27

c., >GE

(th<

Pl

fFeE

L

Ll

c. in i d2G c., E

ark In

-2-

ACCOUNTS

1. THIS COURT ORDERS AND DIRECTS the Monitor to deliver its report on the

account review of Bennett Jones in connection with the Fee Issues (as defined in the Eighth

Report) to the Functionary forthwith.

2. THIS COURT ORDERS AND DIRECTS the Monitor to produce the underlying

accounts of Bennett Jones, which relate to the Fee Issues, to the Functionary forthwith.

MISCELLANEOUS

3. THIS COURT ORDERS that this Order shall have full force and effect in all provinces

and territories in Canada and outside Canada.

4. THIS COURT REQUESTS the aid, recognition and assistance of other courts in

Canada in accordance with Section 17 of the Companies' Creditors Arrangement Act, R.S.C.

1985, c. C-36, as amended, and requests that the Federal Court of Canada and the courts and

judicial, regulatory and administrative bodies of or by the provinces and territories of Canada,

the Parliament of Canada, the United States of America, the states and other subdivisions of the

United States of America including, without limitation, the U.S. Bankruptcy Court, and other

nations and states act in aid, recognition and assistance of, and be complementary to, this Court

in carrying out the terms of this Order and any other Order in this proceeding. The parties shall

be at liberty, and are hereby authorized and empowered, to make such further applications,

motions or proceedings to or before such other court and judicial, regulatory and administrative

bodies, and take such other steps, in Canada or the United States of America, as may be

necessary or advisable to give effect to this Order.

314223B3_2INA TDOCS

29


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.

31422383_2INATDOCS


(COMMERCIAL LIST) Proceeding commenced at Toronto

ORDER (January 22, 2018)

DENTONSCANADALLP 77 Kiug Street West, Suite 400 Toronto-Dominion Centre Toronto, ON M5K OAl Fax: 416-863-4592



Lawyers for the Moving Party, Guy Gissin, the Israeli Court-appointed functionary officer and foreign representative of Urbancorp Inc.

w 0


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.

31420720_ 1 JNATDOCS


(COMMERCIAL LIST) Proceeding commenced at Toronto

MOTION RECORD (Returnable January 22, 2018)

DENTONSCANADALLP 77 King Street West, Suite 400 Toronto-Dominion Centre Toronto, ON M5K OAl



Lawyers for the Moving Party, Guy Gissin the Israeli Court-appointed functionary officer and foreign representative of Urbancorp Inc.

OAl - Fuller Landau LLP€¦ · court file no. cv-11541-00cl ontario superior court of justice...

Documents

Transcript of OAl - Fuller Landau LLP€¦ · court file no. cv-11541-00cl ontario superior court of justice...