Macdonald Sager Manis LLP

MACDONALD SAGER MANIS LLP "Lawyers who speak your language." 1 OVERVIEW 1. Initial Letter 2.

Joint Retainer 9. Security Grab Bag 10. Guarantees: A Closer Look 3. Financing a Purchase vs. Refinancing 4. Lands Owned By Bare Trustee

5. Title Insurance 6. Personal Property Security Act (Ontario) 7. Insurance Policies

8. Know Your Client (KYC) 11. Undertakings 12. Independent Legal Advice (ILA) 13. Time Lines / Communication 2 INITIAL LETTER

Four Reasons to Send an Initial Letter to the Borrowers Counsel: 1. Introduce 2. Notice 3.

Information 4. Locate Minute Book(s) 3 JOINT RETAINER Acting for Both Borrower & Lender: 1.

Acknowledged by ALL Parties 2. Obtain Minute Book(s) ASAP 3. Review and Correct Deficiencies in Minute Book(s) 4.

Information in Initial Letter is still Required 4 FINANCING A PURCHASE vs. REFINANCING 1. Copy of Draft Transfer for the Purchase of the Property 2. Copy of Agreement of Purchase & Sale, with all Amendments, Waivers, etc. 3. Copy of Statement of Adjustments 5

LANDS OWNED BY BARE TRUSTEE 1. Who is/are the Beneficiary/Beneficiaries? 2. Need Copy of Trust Agreement 3. Need Authorization, Acknowledgment and Direction from Beneficiaries 6 TITLE INSURANCE Cost Scrutiny of Insurer

Joint Policy with Lender & Purchaser 7 Personal Property Security Act (Ontario) (PPSA) Importance of Accurate Identification Perfected Security Interest Notice to the World 8

PPSA CONTINUED 1. Discharge 2. Postponement 3. Comfort Letter 4. Priority Agreement 9 PPSA vs. Bank Act (Federal Registration) Priority Between Provincial and Federal Registrations

Bank Act vs. Perfected PPSA Interest: First in Time Rule Bank Act vs. Unperfected PPSA Interest 10 INSURANCE POLICIES Types of Insurance Coverage: 1. Property Insurance 2. Business Interruption Insurance 3. Asset Insurance 4. Life Insurance

Assignment of Insurance Acknowledgment of Assignment Existing or New Policy 11 KNOW YOUR CLIENT (KYC) 12 KYC CONTINUED 1. Full and Correct Names of ALL Individuals Giving Security 2. Date(s) of Birth for ALL Individuals Giving Security

3. Type of Borrower (i.e. Sole Proprietor, Partnership, Limited Partnership, Limited Liability Partnership Or Corporation) 4. If Corporation, Full and Correct Names of ALL: a) Officers b) Directors c) Shareholders 13 SECURITY GRAB BAG 1. Guarantees 2. Postponement of Lease

3. Non-Disturbance Agreement 4. Pledge of Shares 5. Waiver of Distraint 6. Tenant Estoppel 7. General Security Agreement (GSA) Site Specific vs. All Assets Ranking Priority 14 GUARANTEES: A CLOSER LOOK Case Study: Manulife Bank of Canada v John Joseph Conlin, 1996 1. Renewals vs. Extensions

2. Contra Preferentem 3. General Rule: Obtain Consent of Guarantor 15 Undertakings Relevance and Purpose Enforceability 16 INDEPENDENT LEGAL ADVICE (ILA)

17 TIME LINES / COMMUNICATION Check Vacation Dates Check Logistics of Signatures Be Realistic with Timing Be Included in Communications 18 ON BEHALF OF

MACDONALD SAGER MANIS LLP Steven Sager T. 416.364.6163 | [email protected] THANK YOU! Barristers & Solicitors and Trade-Mark Agents 150 York Street, Suite 800, Toronto, Ontario "Lawyers who speak your language." 19