MOTION RECORD - Fuller Landau LLP€¦ · - 2 - INDEX Tab Document 1 Notice of Motion returnable on...

Court File No. CV-14-10800-00CL

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 PROPOSED PLAN

OF COMPROMISE OR ARRANGEMENT OF

HUSH HOMES INC., HUSH INC., 2122763 ONTARIO INC., 2142301 ONTARIO INC.

and 2164566 ONTARIO INC.

(collectively, the “Applicants”)

MOTION RECORD (returnable on August 31, 2015)

(Re: Sale of Lot 3 Silverthorn, Stay Extension to October 31, 2015, Increasing the

authorized borrowings under the DIP Commitment Letter and the DIP Lenders Charge to

$4.5 million and Approving Monitor’s Activities)

August 21, 2015

Wildeboer Dellelce LLP

Barristers and Solicitors

Suite 800

365 Bay Street

Toronto, ON M5H 2V1

Alfred Apps (LSUC # 27760I)

Email: [email protected]

Tel: (416) 361-6211

Fax: (416) 361-1790

Lawyers for the Applicants

Thornton Grout Finnigan LLP Barristers & Solicitors

Suite 3200, TD West Tower

100 Wellington Street West

P.O. Box 329, Toronto-Dominion Centre

Toronto, ON M5K 1K7

KylaE.M. Mahar (LSUC #44182G)


Tel: (416) 304-0594

Fax: (416) 304-1313

Asim A. Iqbal (LSUC# 61884B)


Tel: (416) 304-0595/Fax: (416) 304-1313

Litigation Agents for Wildeboer Dellelce LLP,

lawyers for the Applicants

mailto:[email protected]



- 2 -

INDEX

Tab Document

1 Notice of Motion returnable on Monday, August 31, 2015

2 Affidavit of Naheel Suleman sworn on August 20, 2015

A Sale Agreement

B Initial Order dated January 19, 2015

C March 19th

Order

D Parcel register for Silverthorn Lot 3 as at August 11, 2015

E Amended DIP Commitment Letter

3 Draft Approval and Vesting Order, with blackline to Model Approval and

Vesting Order

4 Draft Order (Re: Sale of Lot 3 Silverthorn, Stay Extension to October 31,

2015, Increasing the authorized borrowings under the DIP Commitment

Letter and the DIP Lenders Charge to $4.5 million and Approving Monitor’s

Activities)

TAB 1

Court File No.: CV-14-10800-00CL

ONTARIO

SUPERIOR COURT OF JUSTICE

(COMMERCIAL LIST)





HUSH HOMES INC., HUSH INC., 2122763 ONTARIO INC., 2142301 ONTARIO INC. and 2164566 ONTARIO INC.

(collectively, the “APPLICANTS”)

NOTICE OF MOTION

(returnable on August 31, 2015)

(Re: Sale of Lot 3 Silverthorn, Stay Extension to October 31, 2015, Increasing the

authorized borrowings under the DIP Commitment Letter and the DIP Lenders Charge to


Hush Homes Inc., Hush Inc., 2122763 Ontario Inc., 2142301 Ontario Inc.

(“SilverthornCo ”) and 2164566 Ontario Inc. (collectively, the “Applicants”) will make a

motion before a Judge of the Ontario Superior Court of Justice (Commercial List) on Monday,

August 31, 2015 at 10:00 o’clock in the morning, or as soon after that time as the motion can be

heard, at 330 University Avenue, in the City of Toronto.

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

THE MOTION IS FOR:

1. An Approval and Vesting Order substantially in the form of the Order contained at Tab 3

of the Applicants’ Motion Record:

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(a) vesting in Naina Hosahalli Royalpad and Venkataramana Reddy Natesh Royalpad

(collectively, the “Purchasers”) pursuant to the purchase and sale agreement

between Naina Hosahalli Royalpad and Hush Homes Inc. dated May 13, 2011,

amended by the Amendment to Purchase and Sale Agreement dated May 13,

2011, and further amended by the Amendment to Agreement of Purchase and

Sale dated April 11, 2012 (collectively, the “Sale Agreement”) attached as

Exhibit “A” to the Affidavit of Naheel Suleman sworn on August 20, 2015 (the

“Suleman Affidavit”), the Applicants’ right, title and interest in and to the real

property known as Lot 3, Silverthorn and legally described as Lot 3, Plan 43M-

1843; City of Mississauga, being all of PIN 13213-4268 (LT) (the “Lot 3

Silverthorn”);

2. An Order in the form of the Order contained at Tab 4 of the Applicants’ Motion Record:

(a) abridging the time for service of the Notice of Motion and the Motion Record

herein and dispensing with further service thereof;

(b) extending the Stay Period (as defined in the First Amended and Restated Initial

Order dated January 19, 2015 (the “Initial Order”)), as extended most recently

by the Order of Justice Spence dated July 31, 2015 from August 31, 2015 to

October 31, 2015;

(c) increasing the amount the Applicants are authorized and empowered to obtain and

borrow from the MarshallZehr Group Inc. (the “DIP Lender”) pursuant to

paragraph 32 of the Initial Order and the corresponding amount of the DIP

Lenders’ Charge pursuant to paragraph 38 of Initial Order from $3,500,000.00 to

- 3 -

$4,500,000.00, unless further amended and permitted by further Order of this

Court; and

(d) approving the Eighth Report of The Fuller Landau Group Inc., in its capacity as

the Court-appointed monitor of the Applicants (in such capacity, the “Monitor”),

to be filed (the “Monitor’s Eighth Report”) and approving the actions of the

Monitor as described therein; and

3. Such further and other relief as counsel may request and this Honourable Court may

deem just.

THE GROUNDS FOR THE MOTION ARE:

1. On January 19, 2015, the Applicants were granted protection under the Companies’

Creditors Arrangement Act (the “CCAA”) pursuant to the Order of Justice Penny dated January

19, 2015 (the “Initial Order”), as amended and restated on April 24, 2015 (the “First Amended

and Restated Initial Order”).

Approval of Sale of Silverthorn Lot 3

2. The Initial Order authorized and empowered the Applicants to complete the construction

of homes on lots owned by the Applicants but sold to end buyers (a “Sold Lot”);

3. The Applicants have substantially completed the construction of and had entered (pre-

filing) into an Agreement of Purchase and Sale (the “Sale”) with the Purchasers in respect of Lot

3 Silverthorn;

4. Consistent with the Initial Order, the Applicants require approval of the Sale to provide

the Purchasers with clear title to Lot 3 Silverthorn;

- 4 -

5. The Applicants have substantially completed construction of Lot 3 Silverthorn. Closing

of the Sale will be scheduled to occur immediately following receipt of the Occupancy

Certificate;

6. Pursuant to the Approval and Vesting Order, the Applicants seek distribution of the sale

proceeds as follows:

(a) First – payment of applicable property taxes, priority lien claims (if any), real

estate commissions payable and legal fees and disbursements related to the sale of

the Property;

(b) Second – in reduction of all amounts advanced by the DIP Lender under the DIP

Facility to enable the completion of the construction and sale of Silverthorn Lot 3,

which amount is to be determined by the Monitor; and

(c) Third – repayment of certain amounts owing under the first mortgage in favour of

MZ and the second mortgage in favour of CVC Ardellini Investments Inc.

(“CVC”) each registered against title to Lot 3 Silverthorn, as agreed among them

and approved by the Monitor;

7. The Monitor has obtained an opinion on the security held by MZ and CVC and will

report to this Court further on the anticipated distribution of the proceeds from the sale of Lot 3

Silverthorn;

Stay Extension

8. The Stay Period was extended recently to August 31, 2015;

- 5 -

9. The Monitor and the Applicants have diligently administered the claims process for the

Applicants;

10. The Applicants are currently completing construction on two sold homes;

11. The Applicants are currently finalizing a CCAA plan with a view to filing their plan by

August 31, 2015 and expect to seek a meeting order shortly thereafter;

12. The Applicants have acted and continue to act with good faith and due diligence;

Increase in Authorized Limit under the DIP Commitment Letter to $4.5 million

13. As reported in the Monitor’s Seventh Report, the Applicants and the DIP Lender are in

the process of finalizing terms pursuant to which the development and construction of the

Silverthorn Project and Coronation Project will be transitioned to Aberdeen Homes

Limited (“Aberdeen”) as part of the Applicants proposed CCAA Plan anticipated to be

filed by August 31, 2015;

14. To ensure that there is financing in place to continue the construction of the sold lots,

address contingencies (including any delay in the closing of sold lots) and pay amounts

secured by the Administration Charge and other claims unaffected by the CCAA Plan,

the Applicants are seeking to increase the authorized borrowings under the DIP

Commitment Letter and the DIP Lender’s Charge from $3,500,000.00 to $4,500,000;

Monitor’s Activities

15. The Monitor has reported on its activities in its Eighth Report;

16. The Monitor is supportive of the relief sought by the Applicants;

17. Circumstances exist which make the Orders sought by the Applicants appropriate;

- 6 -

18. Sections 11 and 36 of the CCAA and the inherent and equitable jurisdiction of this Court;

19. Rules 1.04, 2.03, 3.02, 16.08 and 37 of the Rules of Civil Procedure, R.R.O. 1990, Reg.

194, as amended; and

20. Such further and other grounds as counsel may advise and this Court may permit.

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

motion:

21. The Affidavit of Naheel Suleman and the exhibits attached thereto sworn on August 20,

2015;

22. The Monitor’s Eighth Report, to be filed; and

23. Such further and other material as counsel may advise and this Honourable Court may

permit.

August 21, 2015



Suite 800

365 Bay Street

Toronto, Ontario M5H 2V1



Tel: (416) 361-6211

Fax: (416) 361-1790






Toronto, ON M5K 1K7

Kyla E.M. Mahar (LSUC #44182G)


Tel: (416) 304-0594

Asim A. Iqbal (LSUC #61884B)


Tel: (416) 304-0595

Fax: (416) 304-1313






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TO: THIS HONOURABLE COURT

AND TO: THE ATTACHED SERVICE LIST

EMAIL SERVICE LIST

(AS AT August 21, 2015)

TO: WILDEBOER DELLELCE LLP


Suite 800

365 Bay Street

Toronto, ON M5H 2V1

Alfred Apps

Tel: (416) 361-6211

Fax: (416) 361-1790



AND TO: THORNTON GROUT FINNIGAN LLP Barristers and Solicitors




Toronto, Ontario M5K 1K7

Kyla Mahar

Tel: (416) 304-0594

Fax: (416) 304-1313


Asim Iqbal

Tel: (416) 304-2012

Fax: (416) 304-1313


Litigation Agents to Wildeboer Dellelce LLP, Lawyers for the Applicants




- 2 -

AND TO: CHAITONS LLP

5000 Yonge St., 10th Floor

Toronto, ON M2N 7E9

Harvey Chaiton Tel: (416) 218-1129

Fax: (416) 218-1849


George Benchetrit Tel: (416) 218-1141

Fax: (416) 218-1841


Lawyers for the Monitor, The Fuller Landau Group Inc.

AND TO: THE FULLER LANDAU GROUP INC.

151 Bloor Street, 12th

Floor

Toronto, ON M5S 1S4

Gary Abrahamson Tel: (416) 645-6524

Fax: (416) 645-6501


Adam Erlich Tel: (416) 645-6560

Fax: (416) 645-6501


David Filice Tel: (416) 645-6506

Fax: (416) 645-6501


Court-appointed Monitor of the Applicants






- 3 -

AND TO: DEPARTMENT OF JUSTICE

Ontario Regional Office

The Exchange Tower, Box 36

130 King Street West

Suite 3400

Toronto ON M5X 1K6

Diane Winters

Tel: (416) 973-3172

Fax: (416) 973-0810


Peter Zevenhuizen

Tel: (416) 952-8563

Fax: (416) 973-0810


AND TO: HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF

ONTARIO AS REPRESENTED BY THE MINISTER OF FINANCE

Legal Services Branch

33 King Street West, 6th

Floor

Oshawa, ON L1H 8H5

Kevin O’Hara

Tel: (905) 433-6934

Fax: (905) 436-4510


Dominique Tel: (905) 436-4554

Fax: (905) 436-4524


AND TO: TOWN OF OAKVILLE

Corporation of the Town of Oakville

1225 Trafalgar Road

Oakville, ON L6H 0H3

Doug Carr, Town Solicitor

Tel: (905) 845-6601 Ext 3018

Fax: (905) 338-4184







- 4 -

AND TO: SORBARA, SCHUMACHER, MCCANN LLP

31 Union Street East

Waterloo, ON N2J 1B8

Sam Sorbara Tel: (519) 741-8010 ext. 239

Fax: (519) 742-2442


Lawyers for MarshallZehr Group Inc., DIP Lender

AND TO: AFFLECK GREENE MCMURTRY LLP

365 Bay Street

Suite 200

Toronto, ON M5H 2V1

Kyle J. Peterson

Tel: (416) 360-0327

Fax: (416) 360-5960


Lawyers for MarshallZehr Group Inc., DIP Lender

AND TO: 2319472 ONTARIO INC.

2448 Lakeshore Road West, Suite 16

Oakville, ON L6L 1H7

Aneesah Muhammed

Tel: (647) 921-8364





- 5 -

AND TO: GARFINKLE BIDERMAN LLP Barristers & Solicitors

1 Adelaide Street East, Suite 801

Toronto, ON M5C 2V9

Robin A. Dodokin

Tel: (416) 869-7617

Fax: (416) 869-0547


Ronald Birken Tel: (416) 869-7604

Fax: (416) 869-0547


David Fenig Tel: (416) 869-7609

Fax: (416) 869-0547


Lawyers for Diversified Capital Inc.

AND TO: SR LAW LLP 120 Adelaide Street West

Suite 1000

Toronto, ON M5H 3V1

George N. Ruggiero Tel: (416) 363-2211 ext. 215

Fax: (416) 363-0645


Lawyers for Diversified Capital Inc.


556 Edward Avenue

Richmond Hill, ON L4C 9Y5

Youssuf Goulam Tel: (905) 883-4333







- 6 -

AND TO: CUNNINGHAM, SWAN, CARTY, LITTLE & BONHAM LLP

Suite 300, 27 Princess Street

Smith Robinson Building

Kingston, ON K7L 1A3

James L. McDonald Tel: (613) 546-8088

Fax: (613) 542-9814


Kurt Pearson

Tel: (613) 546-8072

Fax: (613) 542-9814


Lawyers for 2168607 Ontario Inc.

AND TO: ELGIN CREEK DEVELOPMENT CORP.

323 Smith Street

Brighton, ON K0K 1H0

Gary Vander Herberg

Tel: (613) 922-4141


AND TO: GOLDMAN SLOAN NASH & HABER LLP

480 University Avenue, Suite 1600

Toronto, ON M5G 1V2

Brendan Bissell Tel: (416) 597-6489

Fax: (416) 597-3370


Sanja Sopic Tel: (416) 597-7876

Fax: (416) 597-3370


Lawyers for V.S. Capital Corporation






- 7 -

AND TO: GOODMANS LLP

Bay Adelaide Centre

333 Bay St., Suite 3400

Toronto, ON M5H 2S7

Joe Latham Tel: (416) 597-4211

Fax: (416) 979-1234


Lawyers for CVC Ardellini Investments Inc.

AND TO: 2258488 ONTARIO LIMITED



Salmah Muhammed

Tel: (647) 921-8364





Asma Muhammed Tel: (647) 921-8364



56 Brockport Road

Toronto, ON M9W 5N1

Frank Delfatti Tel: (416) 741-2737


AND TO: WESTMOUNT GUARANTEE SERVICES INC.

600 Cochrane Drive, Suite 205

Markham, ON L3R 5K3

Marlon Brown Tel: (647) 499-8249 x 205

Fax: (647) 494-9859







- 8 -

AND TO: MORRISON FINANCIAL MORTGAGE CORPORATION

8 Sampson Mews, Suite 202

Toronto, ON M3C 05H

Graham Banks


AND TO: DAVID CHONG

Barrister & Solicitor

Suite 202

1370 Don Mills Road

Don Mills, ON M3B 3N7

Tel: (416) 510-2233

Fax: (416) 510-2234


Lawyers for Pace Developments Inc.

AND TO: ZAHERALI VISRAM 7 Laredo Court

Toronto, ON M2M 4H7


AND TO: GROIA & COMPANY PROFESSIONAL CORPORATION

Wildeboer Dellelce Place

365 Bay Street, Suite 1100

Toronto, ON M5H 2V1

Martin Mendelzon

Tel: (416) 203-4475

Fax: (416) 203-9231


Litigation Lawyers for Pace Developments Inc.

AND TO: THE BANK OF NOVA SCOTIA TRUST COMPANY

130 King Street West, 20th

Floor

Toronto, ON M5X 1K1

Karen Ford Tel: (416) 933-1482

Fax: (416) 866-7853







- 9 -

AND TO: CASSELS BROCK & BLACKWELL LLP

2100 Scotia Plaza

40 King Street West

Toronto, ON M5H 3C2

Jane O. Dietrich

Tel: (416) 860-5223

Fax: (416) 640-3004


Monique Sassi Tel: (416) 860 6886

Fax: (416) 640-3004


Erin Craddock Tel: (416) 860-6480

Fax: (416) 644-9324


Lawyers for the City of Mississauga

AND TO: DAVIS WEBB LLP 24 Queen Street East, Suite 800

Brampton, ON L6V 1A3

James Macdonald

Tel: (905) 451-6714 (ext 239)

Fax: (905) 454-1876


Lawyers for Anita Simon and Christopher Pickett

AND TO: 2351127 ONTARIO INC. 729 Summer Park Crescent

Mississauga, ON L5B 4E6

Manoj Sheth Tel: (905) 591-1396 x 1 Email: [email protected]






- 10 -

AND TO: JUN LI

2400 Neyagawa Blvd. Unit 32

Oakville, ON L6H 7P5

Tel: (905) 582-7796


AND TO: SYLVIA BANDOIAN

4-1267 Dorval Drive

Oakville, ON L6M 3Z4

Tel: (416) 275-3250


AND TO: VENKAT ROYALPAD

5440 Razorbill Court

Mississauga, ON L5V 2C9

Tel: (905) 625-7799


AND TO: MALICKI SANCHEZ

Barristers, Solicitors, Notaries

650 Lakeshore Road East

Mississauga, ON L5G 1J6

Marek S. Malicki

Tel: (905) 274-1650

Fax: (905) 274-1652


Lawyers for Raquel Zapata & John Olarte

AND TO: ADEL & MONA KALILCA

946 Preston Manor Drive

Mississauga, ON L5V 2L5

Tel: (905) 755-9088



mailto:[email protected]/[email protected]




- 11 -

AND TO: NAVNEET DHAMI & RANVIR RAI

872 Drysdale Drive

Mississauga, ON L5V 1X5

Tel: (905) 821-8638

Email: [email protected]/[email protected]

AND TO: KLEIN & SCHONBLUM ASSOCIATES

Box 2406

2901-2300 Yonge St.

Toronto, ON M4P 1E4

Simon Schonblum Tel: (416) 480-0221 Ext: 309

Fax: (416) 480-0017


Lawyers for 1299068 Ontario Limited, Landlord

AND TO: STERLING BAILIFFS INC.

1001 Petrolia Road

Toronto, ON M3J 2X7

Norman Kerr Tel: (416) 701-1322

Fax: (416) 701-0005


Earl Boeko Tel: (416) 701-1322

Fax: (416) 701-0005


Bailiffs for 1299068 Ontario Limited, Landlord



http://www.canadianlawlist.com/listingdetail/company/klein-and-schonblum-associates-677641/



mailto:%[email protected]

- 12 -

AND TO: GOLDMAN, SPRING, KICHLER & SANDERS LLP

40 Sheppard Avenue West, Suite 700

Toronto, ON M2N6K9

Steven Kichler Tel: (416) 225-9400

Fax: (416) 225-4805


Lawyers for Centra (Acquisitions) Inc.

AND TO: VISHWANTHS LAW

Barristers & Solicitors

197 County Court Blvd.

Suite 103

Brampton, ON L6W 4P6

Arjun Vishwanth

Tel: (905) 673-0185

Fax: (905) 908-9971


Lawyers for Naina Hosahalli Royalpad and Venkataramana Reddy Natesh

Royalpad, the Purchasers of Lot 3 Silverthorn



COURIER SERVICE LIST

(AS AT August 21, 2015)

TO: SUMARCO INVESTMENTS LTD.

390 Birchmount Road

Scarborough, ON M1K 1M6

8

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

AND IN THE MATTER OF A PROPOSED PLAN OF COMPROMISE OR ARRANGEMENT OF HUSH HOMES INC., HUSH INC., 2122763

ONTARIO INC., 2142301 ONTARIO INC. and 2164566 ONTARIO INC. (collectively, the “APPLICANTS”)


ONTARIO


(COMMERCIAL LIST)

Proceedings commenced at Toronto

NOTICE OF MOTION

(Re: Sale of Lot 3 Silverthorn, Stay Extension to October 31, 2015,

Increasing authorized borrowings under the DIP Commitment Letter to


(Returnable on August 31, 2015)

Wildeboer Dellelce LLP Barristers and Solicitors Suite 800 365 Bay Street Toronto, ON M5H 2V1 Alfred Apps (LSUC # 27760I) Email: [email protected] Tel: (416) 361-6211 Fax: (416) 361-1790 Lawyers for the Applicants

Thornton Grout Finnigan LLP Barristers & Solicitors Suite 3200, TD West Tower 100 Wellington Street West P.O. Box 329, Toronto-Dominion Centre Toronto, ON M5K 1K7 Kyla E.M. Mahar (LSUC# 44182G) Email: [email protected] Tel: (416) 304-0594 Asim A. Iqbal (LSUC #61884B) Email: [email protected] Tel: (416) 304-0595\Fax: (416) 304-1313 Litigation Agents for Wildeboer Dellelce LLP, lawyers for the Applicants




TAB 2

EXHIBIT “A”

EXHIBIT “B”

EXHIBIT “C”

EXHIBIT “D”

EXHIBIT “E”

TAB 3


ONTARIO


(COMMERCIAL LIST)

THE HONOURABLE MR.

JUSTICE ►

)

)

)

MONDAY, THE 31ST

DAY OF AUGUST, 2015







APPROVAL AND VESTING ORDER

(Re: Lot 3, Silverthorn)

THIS MOTION, made by the Applicants for an order approving the sale transaction (the

“Transaction”) contemplated by a purchase and sale agreement between Hush Homes Inc. and

Naina Hosahalli Royalpad (“N. Royalpad”) dated May 13, 2011, amended by the Amendment to

Purchase and Sale Agreement dated May 13, 2011, and further amended by the Amendment to

Agreement of Purchase and Sale dated April 11, 2012 (collectively, the “Sale Agreement”) and

appended as Exhibit “A” to Affidavit of Naheel Suleman sworn on August 20, 2015 (the

“Suleman Affidavit”) with title confirmed to be taken in the names of by N. Royalpad and

Venkataramana Reddy Natesh Royalpad (collectively, the “Purchasers”) as joint tenants, and

vesting in the Purchasers the Applicants’ right, title and interest in and to the real property

- 2 -

described in Schedule “B” hereto (the “Property”), was heard this day at 330 University

Avenue, Toronto, Ontario.

ON READING the Suleman Affidavit and the Exhibits thereto and the Eighth Report of

the Monitor dated August ►, 2015 and on hearing the submissions of counsel for Fuller Landau

Group Inc. in its capacity as Court-appointed Monitor of the Applicants (in such capacity, the

“Monitor”) and of counsel appearing on the Counsel Slip, no one appearing for any other person

on the service list, although properly served as appears from the affidavit of Bobbie-Jo Brinkman

sworn on August ►, 2015, filed:

1. THIS COURT ORDERS AND DECLARES that the Applicants, in consultation with

the Monitor, are hereby authorized and directed to take such additional steps and execute such

additional documents as may be necessary or desirable for the completion of the Transaction and

for the conveyance of the Property to the Purchasers.

2. THIS COURT ORDERS AND DECLARES that upon the delivery of a Monitor’s

certificate to the Purchasers substantially in the form attached as Schedule A hereto (the

“Monitor’s Certificate”), all of the Applicants’ right, title and interest in and to the Property

shall vest absolutely in the Purchasers, free and clear of and from any and all security interests

(whether contractual, statutory, or otherwise), hypothecs, mortgages, trusts or deemed trusts

(whether contractual, statutory, or otherwise), liens, executions, levies, charges, or other financial

or monetary claims, whether or not they have attached or been perfected, registered or filed and

whether secured, unsecured or otherwise (collectively, the “Claims”) including, without limiting

the generality of the foregoing: (i) any encumbrances or charges created by the Initial Order of

Justice Penny dated January 19, 2015 (the “Initial Order”); (ii) all charges, security interests or

- 3 -

claims evidenced by registrations pursuant to the Personal Property Security Act (Ontario) or

any other personal property registry system; and (iii) those Claims listed on Schedule C hereto

(all of which are collectively referred to as the “Encumbrances”, which term shall not include

the permitted encumbrances, easements and restrictive covenants listed on Schedule D) and, for

greater certainty, this Court orders that all of the Encumbrances affecting or relating to the

Property are hereby expunged and discharged as against the Property.

3. THIS COURT ORDERS that upon the registration in the Land Registry Office for the

Land Titles Division of Peel of an Application for Vesting Order in the form prescribed by the

Land Titles Act and/or the Land Registration Reform Act, the Land Registrar is hereby directed to

enter the Purchasers as the owner of the Property, identified in Schedule B hereto, in fee simple,

and is hereby directed to delete and expunge from title to the Property all of the Claims listed in

Schedule C hereto.

4. THIS COURT ORDERS that, subsequent to the delivery of the Monitor’s Certificate

and as soon as reasonably practicable, the proceeds from the sale of the Property shall be

distributed by the Monitor as follows:

(a) First – payment of applicable property taxes, priority lien claims (if any), real

estate commissions payable and legal fees and disbursements related to the sale of

the Property;

(b) Second – in reduction of all amounts advanced by MarshallZehr Group Inc.

(“MZ”) under the DIP Facility approved pursuant to the Amended and Restated

Initial Order to enable the completion of the construction and sale of the Property,

which amount is to be determined by the Monitor;

- 4 -


MZ and the second mortgage in favour of CVC Ardellini Investments Inc. each

registered against title to the Property, as agreed among them and approved by the

Monitor.

5. THIS COURT ORDERS AND DIRECTS the Monitor to file with the Court a copy of

the Monitor’s Certificate, forthwith after delivery thereof.

6. THIS COURT ORDERS that, notwithstanding:

(a) the pendency of these proceedings;

(b) any applications for a bankruptcy order now or hereafter issued pursuant to the

Bankruptcy and Insolvency Act (Canada) in respect of the Applicants and any

bankruptcy order issued pursuant to any such applications; and

(c) any assignment in bankruptcy made in respect of the Applicants;

the vesting of the Property in the Purchasers pursuant to this Order shall be binding on any

trustee in bankruptcy that may be appointed in respect of the Applicants and shall not be void or

voidable by creditors of the Applicants, nor shall it constitute nor be deemed to be a fraudulent

preference, assignment, fraudulent conveyance, transfer at undervalue, or other reviewable

transaction under the Bankruptcy and Insolvency Act (Canada) or any other applicable federal or

provincial legislation, nor shall it constitute oppressive or unfairly prejudicial conduct pursuant

to any applicable federal or provincial legislation.

7. THIS COURT ORDERS AND DECLARES that the Transaction is exempt from the

application of the Bulk Sales Act (Ontario).

- 5 -

8. 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 Monitor 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 Monitor, as an officer of this

Court, as may be necessary or desirable to give effect to this Order or to assist the Monitor and

its agents in carrying out the terms of this Order.

____________________________________

Schedule A – Form of Monitor’s Certificate

Court File No. CV-14-10800-00CL

ONTARIO


(COMMERCIAL LIST)







MONITOR’S CERTIFICATE

RECITALS

A. Pursuant to an Order of the Honourable Mr. Justice Penny of the Ontario Superior Court

of Justice (the “Court”) dated January 19, 2015 and amended and restated on April 24, 2015 (the

“Amended and Restated Initial Order”), The Fuller Landau Group Inc. was appointed as the

Monitor (the “Monitor”) of the undertaking, property and assets of Hush Homes Inc., Hush Inc.,

2122763 Ontario Inc., 2142301 Ontario Inc. and 2164566 Ontario Inc. (collectively, the

“Applicants”).

B. Pursuant to an Order of the Court dated August 31, 2015, the Court approved the

purchase and sale agreement between Hush Homes Inc. and Naina Hosahalli Royalpad (“N.

Royalpad”) dated May 13, 2011, amended by the Amendment to Purchase & Sale Agreement

dated May 13, 2011, and further amended by the Amendment to Agreement of Purchase and

Sale dated April 11, 2012 (collectively, the “Sale Agreement”) and appended as Exhibit “A” to

Affidavit of Naheel Suleman sworn on August 20, 2015 (the “Suleman Affidavit”) with title

- 2 -

confirmed to be taken in the names of by N. Royalpad and Venkataramana Reddy Natesh

Royalpad (collectively, the “Purchasers”) and provided for the vesting in the Purchasers of the

Applicants’ right, title and interest in and to the Property, which vesting is to be effective with

respect to the Property upon the delivery by the Monitor to the Purchasers of a certificate

confirming (i) the payment by the Purchasers of the Purchase Price for the Property; (ii) that the

conditions to Closing have been satisfied or waived by the Monitor and the Purchasers; and (iii)

the Transaction has been completed to the satisfaction of the Monitor.

C. Unless otherwise indicated herein, terms with initial capitals have the meanings set out in

the Sale Agreement.

THE MONITOR CERTIFIES the following:

1. The Purchasers have paid and the Monitor has received the Purchase Price for the

Property payable on the Closing Date pursuant to the Sale Agreement;

2. The conditions to Closing have been satisfied or waived by the Monitor and the

Purchasers; and

3. The Transaction has been completed to the satisfaction of the Monitor.

3. This Certificate was delivered by the Monitor at ________ [TIME] on _______ 2015.

THE FULLER LANDAU GROUP INC., in its

capacity as Monitor of the undertaking,

property and assets of Hush Homes Inc.,

Hush Inc., 2122763 Ontario Inc., 2142301

Ontario Inc. and 2164566 Ontario Inc. and

not in its personal capacity

Per:

Name:

Title:

Schedule B – Property

The real property with the following legal description:

Lot 3, Plan 43M-1843; City of Mississauga, being all of PIN 13213-4268 (LT).

Schedule C – Claims to be deleted and expunged from title to Real Property

Date Registration

Number

Instrument Type

2012/01/30 PR2144008 Notice

2012/09/04 PR2260550 Charge

2012/09/04 PR2260555 Charge

2013/06/13 PR2382932 Charge

2013/06/13 PR2382979 Postponement


2013/10/11 PR2447202 Charge



Schedule D – Permitted Encumbrances, Easements and Restrictive Covenants

related to the Real Property

(unaffected by the Vesting Order)

Date Registration

Number

Instrument Type

1959/06/15 TT120053 Notice

1962/03/13 TT144298 Notice

1969/06/16 VS110705 Bylaw Pub Hghwy

1973/02/12 VS248789 Notice

1996/01/08 LT1610636 Notice

1997/10/01 LT1767050 Notice

1998/10/23 LT1879259 Notice

1998/10/23 LT1879260 Notice Agreement

2000/03/27 LT2057426 Notice

2010/04/23 PR1809146 Bylaw

2010/07/28 PR1866438 Notice

2011/06/23 43M1843 Plan Subdivision

2011/06/29 PR2027961 No Sub Agreement

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Revised: January 21, 2014

Court File No. : CV-14-10800-00CL

ONTARIO


(COMMERCIAL LIST)

THE HONOURABLE MR.

JUSTICE ►

)

)

)

WEEKDAYMONDAY, THE #31ST

DAY OF MONTHAUGUST, 20YR2015



B E T W E E N: AND IN THE MATTER OF A PROPOSED PLAN




PLAINTIFF

Plaintiff

- and –

DEFENDANT

Defendant

APPROVAL AND VESTING ORDER

(Re: Lot 3, Silverthorn)

THIS MOTION, made by [RECEIVER'S NAME] in its capacity as the

Court-appointed receiver (the “Receiver”) of the undertaking, property and assets of [DEBTOR]

(the “Debtor”)the Applicants for an order approving the sale transaction (the “Transaction”)

contemplated by an agreement of purchase and sale (the “Sale Agreement”) between the Receiver

2

and [NAME OF PURCHASER] (the “Purchaser”) dated [DATE] and appended to the Report of

the Receiver dated [DATE] (the “Report”), and vesting in the Purchaser the Debtor’sa purchase

and sale agreement between Hush Homes Inc. and Naina Hosahalli Royalpad (“N. Royalpad”)

dated May 13, 2011, amended by the Amendment to Purchase and Sale Agreement dated May 13,

2011, and further amended by the Amendment to Agreement of Purchase and Sale dated April 11,

2012 (collectively, the “Sale Agreement”) and appended as Exhibit “A” to Affidavit of Naheel

Suleman sworn on August 20, 2015 (the “Suleman Affidavit”) with title confirmed to be taken in

the names of by N. Royalpad and Venkataramana Reddy Natesh Royalpad (collectively, the

“Purchasers”) as joint tenants, and vesting in the Purchasers the Applicants’ right, title and

interest in and to the assetsreal property described in the Sale AgreementSchedule “B” hereto (the

“Purchased AssetsProperty”), was heard this day at 330 University Avenue, Toronto, Ontario.

ON READING the ReportSuleman Affidavit and the Exhibits thereto and the

Eighth Report of the Monitor dated August ►, 2015 and on hearing the submissions of counsel for

the Receiver, [NAMES OF OTHER PARTIES APPEARING]Fuller Landau Group Inc. in its

capacity as Court-appointed Monitor of the Applicants (in such capacity, the “Monitor”) and of

counsel appearing on the Counsel Slip, no one appearing for any other person on the service list,

although properly served as appears from the affidavit of [NAME]Bobbie-Jo Brinkman sworn

[DATE]on August ►, 2015, filed1:

1 This model order assumes that the time for service does not need to be abridged. The motion seeking a vesting order

should be served on all persons having an economic interest in the Purchased Assets, unless circumstances warrant a

different approach. Counsel should consider attaching the affidavit of service to this Order.

3

1. THIS COURT ORDERS AND DECLARES that the Transaction is hereby approved,2

and the execution of the Sale Agreement by the Receiver3 is hereby authorized and approved, with

such minor amendments as the Receiver may deem necessary. The Receiver isApplicants, in

consultation with the Monitor, are hereby authorized and directed to take such additional steps and

execute such additional documents as may be necessary or desirable for the completion of the

Transaction and for the conveyance of the Purchased AssetsProperty to the PurchaserPurchasers.

2. THIS COURT ORDERS AND DECLARES that upon the delivery of a

ReceiverMonitor’s certificate to the PurchaserPurchasers substantially in the form attached as

Schedule A hereto (the “ReceiverMonitor’s Certificate”), all of the Debtor'sApplicants’ right,

title and interest in and to the Purchased Assets described in the Sale Agreement [and listed on

Schedule B hereto]4Property shall vest absolutely in the PurchaserPurchasers, free and clear of and

from any and all security interests (whether contractual, statutory, or otherwise), hypothecs,

mortgages, trusts or deemed trusts (whether contractual, statutory, or otherwise), liens, executions,

levies, charges, or other financial or monetary claims, whether or not they have attached or been

perfected, registered or filed and whether secured, unsecured or otherwise (collectively, the

“Claims”5) including, without limiting the generality of the foregoing: (i) any encumbrances or

2 In some cases, notably where this Order may be relied upon for proceedings in the United States, a finding that the

Transaction is commercially reasonable and in the best interests of the Debtor and its stakeholders may be necessary.

Evidence should be filed to support such a finding, which finding may then be included in the Court's endorsement.

3 In some cases, the Debtor will be the vendor under the Sale Agreement, or otherwise actively involved in the

Transaction. In those cases, care should be taken to ensure that this Order authorizes either or both of the Debtor and

the Receiver to execute and deliver documents, and take other steps.

4 To allow this Order to be free-standing (and not require reference to the Court record and/or the Sale Agreement), it

may be preferable that the Purchased Assets be specifically described in a Schedule.

5 The "Claims" being vested out may, in some cases, include ownership claims, where ownership is disputed and the

dispute is brought to the attention of the Court. Such ownership claims would, in that case, still continue as against the

net proceeds from the sale of the claimed asset. Similarly, other rights, titles or interests could also be vested out, if the

4

charges created by the Initial Order of the Honourable Justice [NAME]Penny dated

[DATE]January 19, 2015 (the “Initial Order”); (ii) all charges, security interests or claims

evidenced by registrations pursuant to the Personal Property Security Act (Ontario) or any other

personal property registry system; and (iii) those Claims listed on Schedule C hereto (all of which

are collectively referred to as the "“Encumbrances"”, which term shall not include the permitted

encumbrances, easements and restrictive covenants listed on Schedule D) and, for greater

certainty, this Court orders that all of the Encumbrances affecting or relating to the Purchased

AssetsProperty are hereby expunged and discharged as against the Purchased AssetsProperty.

3. THIS COURT ORDERS that upon the registration in the Land Registry Office for the

[Registry Division of {LOCATION} of a Transfer/Deed of Land in the form prescribed by the

Land Registration Reform Act duly executed by the Receiver][Land Titles Division of

{LOCATION}Peel of an Application for Vesting Order in the form prescribed by the Land Titles

Act and/or the Land Registration Reform Act]6, the Land Registrar is hereby directed to enter the

PurchaserPurchasers as the owner of the subject real propertyProperty, identified in Schedule B

hereto (the “Real Property”), in fee simple, and is hereby directed to delete and expunge from title

to the Real Property all of the Claims listed in Schedule C hereto.

4. THIS COURT ORDERS that for the purposes of determining the nature and priority of

Claims, the net proceeds7 from the sale of the Purchased Assets shall stand in the place and stead of

the Purchased Assets, and that from and after the delivery of the Receiver', subsequent to the

Court is advised what rights are being affected, and the appropriate persons are served. It is the Subcommittee's view

that a non-specific vesting out of "rights, titles and interests" is vague and therefore undesirable.

6 Elect the language appropriate to the land registry system (Registry vs. Land Titles).

7 The Report should identify the disposition costs and any other costs which should be paid from the gross sale

proceeds, to arrive at "net proceeds".

5

delivery of the Monitor’s Certificate all Claims and Encumbrances shall attach to the netand as

soon as reasonably practicable, the proceeds from the sale of the Purchased Assets with the same

priority as they had with respect to the Purchased Assets immediately prior to the sale8, as if the

Purchased Assets had not been sold and remained in the possession or control of the person having

that possession or control immediately prior to the sale.Property shall be distributed by the

Monitor as follows:

(a) First – payment of applicable property taxes, priority lien claims (if any), real estate

commissions payable and legal fees and disbursements related to the sale of the

Property;

(b) Second – in reduction of all amounts advanced by MarshallZehr Group Inc.

(“MZ”) under the DIP Facility approved pursuant to the Amended and Restated

Initial Order to enable the completion of the construction and sale of the Property,

which amount is to be determined by the Monitor;


MZ and the second mortgage in favour of CVC Ardellini Investments Inc. each

registered against title to the Property, as agreed among them and approved by the

Monitor.

5. THIS COURT ORDERS AND DIRECTS the ReceiverMonitor to file with the Court a

copy of the Receiver'Monitor’s Certificate, forthwith after delivery thereof.

8 This provision crystallizes the date as of which the Claims will be determined. If a sale occurs early in the insolvency

process, or potentially secured claimants may not have had the time or the ability to register or perfect proper claims

prior to the sale, this provision may not be appropriate, and should be amended to remove this crystallization concept.

6

6. THIS COURT ORDERS that, pursuant to clause 7(3)(c) of the Canada Personal

Information Protection and Electronic Documents Act, the Receiver is authorized and

permitted to disclose and transfer to the Purchaser all human resources and payroll

information in the Company's records pertaining to the Debtor's past and current

employees, including personal information of those employees listed on Schedule “●” to

the Sale Agreement. The Purchaser shall maintain and protect the privacy of such

information and shall be entitled to use the personal information provided to it in a manner

which is in all material respects identical to the prior use of such information by the Debtor.

6. 7. THIS COURT ORDERS that, notwithstanding:

(a) the pendency of these proceedings;

(b) any applications for a bankruptcy order now or hereafter issued pursuant to the

Bankruptcy and Insolvency Act (Canada) in respect of the DebtorApplicants and

any bankruptcy order issued pursuant to any such applications; and

(c) any assignment in bankruptcy made in respect of the DebtorApplicants;

the vesting of the Purchased AssetsProperty in the PurchaserPurchasers pursuant to this Order

shall be binding on any trustee in bankruptcy that may be appointed in respect of the

DebtorApplicants and shall not be void or voidable by creditors of the DebtorApplicants, nor shall

it constitute nor be deemed to be a fraudulent preference, assignment, fraudulent conveyance,

transfer at undervalue, or other reviewable transaction under the Bankruptcy and Insolvency Act

(Canada) or any other applicable federal or provincial legislation, nor shall it constitute oppressive

or unfairly prejudicial conduct pursuant to any applicable federal or provincial legislation.

7

7. 8. THIS COURT ORDERS AND DECLARES that the Transaction is exempt from the

application of the Bulk Sales Act (Ontario).

8. 9. 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 ReceiverMonitor 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 ReceiverMonitor, as an officer

of this Court, as may be necessary or desirable to give effect to this Order or to assist the

ReceiverMonitor and its agents in carrying out the terms of this Order.

____________________________________


Schedule A – Form of ReceiverMonitor’s Certificate

Court File No. __________CV-14-10800-00CL

ONTARIO


(COMMERCIAL LIST)



B E T W E E N: AND IN THE MATTER OF A PROPOSED PLAN




PLAINTIFF

Plaintiff

- and –

DEFENDANT

Defendant

RECEIVERMONITOR’S CERTIFICATE

RECITALS

A. Pursuant to an Order of the Honourable [NAME OF JUDGE]Mr. Justice Penny of the

Ontario Superior Court of Justice (the “Court”) dated [DATE OF ORDER], [NAME OF

RECEIVER]January 19, 2015 and amended and restated on April 24, 2015 (the “Amended and

Restated Initial Order”), The Fuller Landau Group Inc. was appointed as the receiverMonitor

(the “ReceiverMonitor”) of the undertaking, property and assets of [DEBTOR] (the

“DebtorHush Homes Inc., Hush Inc., 2122763 Ontario Inc., 2142301 Ontario Inc. and 2164566

Ontario Inc. (collectively, the “Applicants”).

- 2 -

B. Pursuant to an Order of the Court dated [DATE],August 31, 2015, the Court approved the

agreement of purchase and sale made as of [DATE OF AGREEMENT] (the “Sale Agreement”)

between the Receiver [Debtor] and [NAME OF PURCHASER] (the “Purchaserpurchase and sale

agreement between Hush Homes Inc. and Naina Hosahalli Royalpad (“N. Royalpad”) dated May

13, 2011, amended by the Amendment to Purchase & Sale Agreement dated May 13, 2011, and

further amended by the Amendment to Agreement of Purchase and Sale dated April 11, 2012

(collectively, the “Sale Agreement”) and appended as Exhibit “A” to Affidavit of Naheel

Suleman sworn on August 20, 2015 (the “Suleman Affidavit”) with title confirmed to be taken in

the names of by N. Royalpad and Venkataramana Reddy Natesh Royalpad (collectively, the

“Purchasers”) and provided for the vesting in the PurchaserPurchasers of the Debtor’sApplicants’

right, title and interest in and to the Purchased AssetsProperty, which vesting is to be effective with

respect to the Purchased AssetsProperty upon the delivery by the ReceiverMonitor to the

PurchaserPurchasers of a certificate confirming (i) the payment by the PurchaserPurchasers of the

Purchase Price for the Purchased AssetsProperty; (ii) that the conditions to Closing as set out in

section ● of the Sale Agreement have been satisfied or waived by the ReceiverMonitor and the

PurchaserPurchasers; and (iii) the Transaction has been completed to the satisfaction of the

ReceiverMonitor.

C. Unless otherwise indicated herein, terms with initial capitals have the meanings set out in

the Sale Agreement.

THE RECEIVERMONITOR CERTIFIES the following:

1. 1. The Purchaser hasPurchasers have paid and the ReceiverMonitor has received the

Purchase Price for the Purchased AssetsProperty payable on the Closing Date pursuant to the Sale

Agreement;

- 2 -

2. 2. The conditions to Closing as set out in section ● of the Sale Agreement have been

satisfied or waived by the ReceiverMonitor and the PurchaserPurchasers; and

3. The Transaction has been completed to the satisfaction of the ReceiverMonitor.

3. 4. This Certificate was delivered by the ReceiverMonitor at ________ [TIME] on

_______ [DATE].2015.

[NAME OF RECEIVER]THE FULLER

LANDAU GROUP INC., in its capacity as

ReceiverMonitor of the undertaking, property

and assets of [DEBTOR],Hush Homes Inc.,

Hush Inc., 2122763 Ontario Inc., 2142301

Ontario Inc. and 2164566 Ontario Inc. and not

in its personal capacity

Per:

Name:

Title:


Schedule B – Purchased AssetsProperty

The real property with the following legal description:

Lot 3, Plan 43M-1843; City of Mississauga, being all of PIN 13213-4268 (LT).


Schedule C – Claims to be deleted and expunged from title to Real Property

Date Registration

Number

Instrument Type

2012/01/30 PR2144008 Notice

2012/09/04 PR2260550 Charge

2012/09/04 PR2260555 Charge

2013/06/13 PR2382932 Charge



2013/10/11 PR2447202 Charge



Schedule D – Permitted Encumbrances, Easements and Restrictive Covenants

related to the Real Property

(unaffected by the Vesting Order)

Date Registration

Number

Instrument Type

1959/06/15 TT120053 Notice

1962/03/13 TT144298 Notice

1969/06/16 VS110705 Bylaw Pub Hghwy

1973/02/12 VS248789 Notice

1996/01/08 LT1610636 Notice

1997/10/01 LT1767050 Notice

1998/10/23 LT1879259 Notice

1998/10/23 LT1879260 Notice Agreement

2000/03/27 LT2057426 Notice

2010/04/23 PR1809146 Bylaw

2010/07/28 PR1866438 Notice

2011/06/23 43M1843 Plan Subdivision

2011/06/29 PR2027961 No Sub Agreement

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Document comparison by Workshare Compare on Thursday, August 20, 2015 4:04:51 PM

Input:

Document 1 ID interwovenSite://TGF-WSS01/Client/1319975/1

Description #1319975v1<Client> - S - Approval and Vesting Order - Revised January 21, 2014 [downloaded from Court website on July 3, 2014]

Document 2 ID interwovenSite://TGF-WSS01/Client/1316657/3

Description #1316657v3<Client> - Approval & Vesting Order [FINAL]

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TAB 4


ONTARIO


(COMMERCIAL LIST)

THE HONOURABLE MR.

JUSTICE ►

)

)

)

MONDAY, THE 31ST

DAY OF AUGUST, 2015







(collectively, the “Applicants”)

ORDER

(Re: Extending Stay to October 31, 2015, Increasing the authorized borrowings under the

DIP Commitment Letter and the DIP Lenders Charge to $4.5 million and Approving

Monitor’s Activities)

THIS MOTION, made by the Applicants to (i) extend the Stay Period (as defined in the Initial

Order of Justice Penny dated January 19, 2015, as amended and restated on April 24, 2015 (as

amended and restated, the “Initial Order”), (ii) increase the authorized borrowings under the

DIP Commitment Letter and the DIP Lenders Charge to $4.5 million; and (iii) approve the

Monitor’s activities was heard this day at 330 University Avenue, Toronto, Ontario.

ON READING the Notice of Motion, the Affidavit of Naheel Suleman sworn on August 20,

2015 (the “Suleman Affidavit”), the Eighth Report of The Fuller Landau Group Inc. (“Fuller

Landau”) dated August ►, 2015 (the “Eighth Report”), in its capacity as the Court-appointed

monitor of the Applicants, and on hearing the submissions of counsel to the Applicants, the

Monitor and all other counsel listed on the Counsel Slip, no one appearing for any other person

on the service list, although properly served as appears from the Affidavit of Service of Bobbie-

Jo Brinkman sworn on August ►, 2015, filed:

Service

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

Record and the Eighth Report is hereby validated such that this Motion is properly

returnable today and hereby dispenses with further service thereof.

Defined Terms

2. THIS COURT ORDERS that terms not defined herein shall have the meanings ascribed

to them in the Initial Order.

Extension of the Stay Period

3. THIS COURT ORDERS that the Stay Period be and is hereby extended to Saturday,

October 31, 2015.

Increase in Authorized Limit under the DIP Commitment Letter to $4.5 million

4. THIS COURT ORDERS that the amount the Applicants are authorized and empowered

to obtain and borrow from the MarshallZehr Group Inc. (the “DIP Lender”) pursuant to

paragraph 32 of the Initial Order and the corresponding amount of the DIP Lenders

Charge pursuant to paragraph 38 of the Initial Order shall be increased from

$3,500,000.00 to $4,500,000.00, unless further amended and permitted by further Order

of this Court.

Monitor’s Activities

5. THIS COURT ORDERS the Eighth Report and the conduct and activities of the

Monitor described therein be and are hereby approved.

Aid and Assistance of Other Courts

6. THIS COURT HEREBY REQUESTS the aid and recognition (including assistance

pursuant to s. 17 of the CCAA, as applicable) of any court or any judicial, regulatory or

administrative body in any province or territory of Canada and any judicial, regulatory or

administrative tribunal or other court constituted pursuant to the Parliament of Canada or

the legislature of any province or any court or any judicial, regulatory or administrative

body of the United States and of any other nation or state to act in aid of and to be

complementary to this Court in carrying out the terms of this Order.

_________________________

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

AND IN THE MATTER OF A PROPOSED PLAN OF COMPROMISE OR ARRANGEMENT OF HUSH HOMES INC., HUSH INC.,

2122763 ONTARIO INC., 2142301 ONTARIO INC. and 2164566 ONTARIO INC. (collectively, the “APPLICANTS”)


ONTARIO SUPERIOR COURT OF JUSTICE

(COMMERCIAL LIST)

Proceedings commenced at Toronto

ORDER DATED AUGUST 31, 2015

(Re: Extending Stay, Increasing the authorized borrowings under the

DIP Commitment Letter and approving the Monitor’s Activities)



Suite 800

365 Bay Street

Toronto, ON M5H 2V1



Tel: (416) 361-6211

Fax: (416) 361-1790






Toronto, ON M5K 1K7

Kyla E.M. Mahar (LSUC# 44182G)

Email: [email protected] / Tel: (416) 304-0594

Asim A. Iqbal (LSUC# 61884B)

Email: [email protected] / Tel: (416) 304-0595

Fax: (416) 304-1313






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