PONDEROSA PEACHLAND DEVELOPMENT LIMITED PARTNERSHIP, TREEGROUP PONDEROSA DEVELOPMENT CORP. and B.C. LTD. Respondents

Transcription

1 ~~ V IN THE SUPREME COURT OF BRITISH COLUMBIA No. S Vancouver Registry IN THE MATTER OF THE COMPANIES' CREDITORS ARRANGEMENTS ACT, R.S.C. 1985, C. C-36, AS AMENDED AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF PONDEROSA PEACHLAND DEVELOPMENT LIMITED PARTNERSHIP, TREEGROUP PONDEROSA DEVELOPMENT CORP., AND B.C. LTD. BETWEEN: AND: ROMSPEN INVESTMENT CORPORATION Petitioner PONDEROSA PEACHLAND DEVELOPMENT LIMITED PARTNERSHIP, TREEGROUP PONDEROSA DEVELOPMENT CORP. and B.C. LTD. Respondents ORDER MADE AFTER APPLICATION BEFORE THE HONOURABLE MADAM JUSTICE FITZPATRICK 27/Jan/2015 THE APPLICATION of the Petitioner, Romspen Investment Corporation-~~?~-~~~"~ rti d nnt,_n~,~_;~_~ 6~ «Ro_~_~~oo7otir"1 f+ho ~ ~o+,,,,~,o~+-.u,n coming on for hearing at Vancouver, British Columbia, on the 27 day of January, 2015; AND ON Legal"

2 2 HEARING Steven D. Dvorak, counsel for the Petitioner, and those other counsel listed on Schedule "A" hereto, and no one appearing for,although duly served; AND UPON READING the material filed, including the Fourth Report of the Receiver dated January 13, 2015 (the "Report"); THIS COURT ORDERS AND DECLARES THAT: 1. The time for the service of the Notice of Aaalication and suaportina material in respect of this proceeding is abridged such that the proceeding is properly returnable on the day heard and further, any requirement for service of the Notice of Application and su~portinq material upon any interested party is hereby dispensed with. The sale transaction (the "Transaction") contemplated by the Contract of Purchase and Sale dated October 2, 2013, amended December 1, 2014 and assigned December 15, 2014 (the "Sale Agreement") between Ponderosa Peachland Development Limited Partnership (formerly Treegroup Founders Limited Partnership) and Treegroup Ponderosa Development Corp. (the "Seller") and Terry Frederick Underhill "Manager" and Wendy Colleen Underhill "Homemaker" as Joint Tenants of # Redstone Crescent, Peachland, British Columbia, VOH 1X5 (the "P-~c--pia-see-Buyer"), a copy of which is attached as ~A~~-~~,~'~-the-F-~e~sr~Exhibit "L" to the 6th Affidavit of Cinda Ferguson sworn January 16, 2015-is hereby approved, and the Sale Agreement is commercially reasonable. The F~~c-~+ve~--Seller is 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 to the p~ ~r-a,~"~ Bu~er_of the assets described in the Sale Agreement (the "Purchased Assets")..- - '- - e a ~ ~~~.. a ~ ~ ~~ ~.~ 1 Legal`

3 3 arders ~k~a~ a~~-~~-~#~e-e~c~~~t~e~~-~##~t+f~~-e~~~l-a~i+~g-#~-#tae--p--iar~#~,~-sad BAs-sets ire-- }~-e-x~+:~"" d-~i-ss~arge~-asp;" -k~e-p-~~ia~ed-asse~s~- 3. Upon presentation for registration in the Land Title Office for the Kamloops Land Title District of a certified copy of this Order, together with a letter from Owen Bird LLP, solicitors for the ~~ceia~e~seller, authorizing registration of this Order, the British Columbia Registrar of Land Titles is hereby directed to: (a) enter the p~ ~r,~~~~~buyer as the owner of the Purchased Assets, as identified in Schedule "B" hereto, together with all buildings and other structures, facilities and improvements located thereon and fixtures, systems, interests, licenses, rights, covenants, restrictive covenants, commons, ways, profits, privileges, rights, easements and appurtenances to the said hereditaments belonging, or with the same or any part thereof, held or enjoyed or appurtenant thereto, in fee simple in respect of the Purchased Assets, and this Court declares that it has been proved to the satisfaction of the Court on investigation that the title of the p~ ~,~~"~~; Buyer in and to the Purchased Assets is a good, safe holding and marketable title and directs the BC Registrar to register indefeasible title in favour of the ~~e~aa~e~buyer as aforesaid; and (b) having considered the interests of third parties, to discharge, release, delete and expunge from title to the Purchased Assets all of the registered Encumbrances shown in Schedule "C", except for those listed in Schedule <<p e - - ~ -e z - - ' _s ~ y x - - ~ ~ ~ ~ t ~ ~ u ~ ~ ~ ~ ~ ~ u a ~ ~ ~ ~ Legal`

4 4 4. The proceeds of the sale. after allowina for all aroaertv taxes and other adjustments, and subject to the holdback referred to in paragraph 5 hereof, be received and disbursed throu_ hq the trust account of Owen Bird Law Corporation or any other solicitor or Notary that Owen Bird Law Corporation may authorize on its behalf, as follows: (a) First, in payment of taxes, arrears of taxes, interest and penalties of taxes in res ect of the Purchased Assets includin an arrears of utilit rates or charges which constitute a lien against the Purchased Assets in priority to the mortgage registered in favour of Canadian Western Bank under No. CA (the "Mortgage"); (b) Second3 in payment of the balance of real estate commission' (c) Third, to Canadian Western Bank, in payment of the balance due and owing to it under the Mort~ac.~e for principal, interest and legal costs; (d) Fourth, to Romspen Investment Corporation, as the holder of the second mortgage on the Purchased Assets, in payment toward the balance due and owing to it under such mortgage for principal, interest and costs; provided however that, subject to the terms and conditions contained in paragraph 3 of the Order pronounced in this proceeding on January 15, 201.5_, such funds m~ be retained and used by the Seller to defray permitted expenditures; and (e) Fifth, the balance, if any, be paid into Court to the credit of this proceeding. 5. Notwithstandingparagraph 4 hereof: a Pursuant to s of the Strata Pro ert Act R.S.B.C c. 43 the Buyer shall hold back from the Purchase Price the sum of $1.00; and (b) The Seller shall hold back from the proceeds of sale the sum of $16,795.70, to be held by D. Manning &Associates Inc. in its capacity as Monitor in these proceedings, pending further Order of this Court; and until further Order of this Court, such amounts shall be charged by and subject to the security interests affecting the Purchased Assets, in the order of priorities existing as at the date of this Order. =~6..Subject to the terms of the Sale Agreement, vacant possession of the Purchased Assets, including any real property, shall be delivered by the Q~r~~~; Seller to the P-~~c-k~e~Buyer at 12:00 noon on the Closing Date (as defined in the Sale Agreement), subject to the permitted encumbrances as listed on Schedule "D". Legal'

5 N ~: r. The J~ee~+de~Seller, with the consent of the ha~~~buyer, shall be at libert~to advance the Closing Date to such earlier date as those parties mad agree, without the necessity of a further Order of this Court and shall be at liberty to extend the Closing Date to such later date as those parties may agree without the necessity of a further Order of this Court provided the Closing Date occurs "~~ <s~-within 30 days of the date of this Order.. ~-:B. _,Notwithstanding: (a) these proceedings; (b) any applications for a bankruptcy order in respect of the ~b~e~ Respondents now or hereafter made pursuant to the Bankruptcy and Insolvency Act and any bankruptcy order issued pursuant to any such applications; and (c) any assignment in bankruptcy made by or in respect of the ~te~respondents, the vesting of the Purchased Assets in the ~~~=c~ia~buver pursuant to this Order shall be binding on any trustee in bankruptcy that may be appointed in respect of the D~~~r-Respondents and shall not be void or voidable by creditors of the ~e~~e~respondents, nor shall it constitute or be deemed to be a transfer at undervalue, fraudulent preference, assignment, fraudulent conveyance or other reviewable transaction under the Bankruptcy and Insolvency Act 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. 1-~--9 _THIS COURT HEREBY REQUESTS the aid and recognition of any court, tribunal, regulatory or administrative body, wherever located, to give effect to this Order and to assist the Receiver 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 Receiver, as an officer of this Court, as may be necessary or desirable to give effect to this Order or to assist the Receiver and its agents in carrying out the terms of this Order. ~-1U_ The ate ;Petitioner or any other party have liberty to apply for such further or other directions or relief as may be necessary or desirable to give effect to this Order. ~?11. The endorsement as to approval of form of this order by counsel for any party except the Petitioner is hereby waived. Legal`

6 0 THE FOLLOWING PARTIES APPROVE THE FORM OF THIS ORDER AND CONSENT TO EACH OF THE ORDERS, IF ANY, THAT ARE INDICATED ABOVE AS BEING BY CONSENT: Steven Dvorak Lawyer for the Petitioner By the Court. Registrar Legal`

7 Schedule A List of Counsel Part Counsel BORROWERS Ponderosa Peachland Development Limited Digby Leigh Partnership (formerly Treegroup Founders Digby Leigh &Company Limited Partnership) 3050 Highland Boulevard Treegroup Ponderosa Development Corp. North Vancouver, BC V7R 2X3 and B.C. Ltd. tel: fax: dleigh@leighco.ca MONITOR D. Manning &Associates Inc. Douglas B. Hyndman Kornfeld LLP Burrard Street PO Box 11 Vancouver, BC V7X 1 M5 tel: fax: dhyndman@kornfeldllp.com GUARANTORS Hugh Porter Roderick S. Henderson Henderson Law Group Coppersmith Way Richmond, BC V7A 5J9 tel: fax: rsh@hlglaw.ca CHARGEHOLDERS Ponderosa Fund Kibben Jackson Fasken Martineau DuMoulin LLP Burrard Street Bentall 5 Vancouver, BC V6C OA3 tel: fax: kiackson(a~fasken.com svolkow@fasken.com Legal*

8 Pa Canadian Western Bank Central City Hardware (1980) Ltd. WRS (Lower Mainland) GP Inc. WRS (Lower Mainland) LP Bricor Mechanical Ltd. Caunse/ Jack Webster, Q.C. Webster Hudson &Coombe LLP West Georgia Street Vancouver, BC V6E 4H1 tel: fax: Ron Labossiere Labossiere &Company 1726 Sonora Drive Kelowna, BC V1 Y 8K7 tel: fax: ron@labossierelaw.com Doug Rasmussen WRS (Lower Mainland) LP # Industrial Road West Kelowna, BC V1 Z 1 G5 tel: fax: douglas.rasmussen@westernone.ca Doug Rasmussen WRS (Lower Mainland) LP # Industrial Road West Kelowna, BC V1 Z 1 G5 tel: fax: douglas.rasmussen@westernone.ca Alfred C. Kempf Pushor Mitchell LLP Ellis Street Kelowna, BC V1Y 2N3 tel: fax: kempf@pushormitchell.com Legal'

9 Pa Counsel Coast Wholesale Appliances Inc. Katie Long, C.C.P. Coast Wholesale Appliances Inc Main Street Vancouver, BC V5X 4W8 tel: fax: B.C. Ltd. (dba Budget Blinds) Michael Hansen Benson Law LLP 270 Highway 33 West Kelowna, BC V1X 1X7 tel: fax: mhansen(c~bensonlawllp.com Trans Canada Lumber Inc. Mark Danielson Pushor Mitchell LLP Ellis Street Kelowna, BC V1 Y 2N3 tel: fax: danielson@pushormitchell.com Versatile Siding Solutions Ltd. Yarden Gershony Rush Ihas Hardwick LLP Bernard Avenue Kelowna, BC V1Y 6N9 tel: fax: ygershony@rihlaw.com INTERESTED PARTIES B.D. Hall Construction Ltd. Mark Davies Richards Buell Sutton LLP # West Georgia Street Vancouver, BC V6B 5A1 tel: fax: mdavies@rbs.ca Legal`

10 Part Counsel Justice Canada Tax Law Jason Levine Department of Justice Canada Tax Law Service Howe Street Vancouver, BC V6X 2S9 tel: fax: jason.levine(a~iustice.gc.ca Her Majesty the Queen in Right of the Province Heather Wellman of British Columbia Aaron Welch David Hatter Ministry of Justice Legal Services Branch 4th floor, 1675 Douglas Street PO Box 9289 Stn Prov Govt Victoria, BC V8W 9J7 tel: fax: bc. ca david. hatter(a~gov. bc.ca Sun Holdings Ltd. Ron Solmer Pushor Mitchell LLP Ellis Street Kelowna, BC V1Y 2N3 tel: fax: District of Peachland Sukhbir Manhas Young Anderson Nelson Street Box Nelson Square Vancouver, BC V6Z 2H2 tel: fax: anderson.ca Legal"

11 Schedule B Purchased Assets P I D: Strata Lot 29, District Lots 220, 902 and 2897 Osoyoos Division Yale District Strata Plan EPS1699 together with an interest in the common property in proportion to the unit entitlement of the strata lot as set out on Form V (the "Purchased Assets") Legal'

12 Schedule C Claims and Charges to be deleted/expunged from title to Real Property The following charges registered against the title to the Purchased Assets: Charge Chargeholder No. Mortgage Romspen Investment Corporation LB Assignment of Rents Romspen Investment Corporation LB Mortgage CMLS Financial Ltd. L Assignment of Rents CMLS Financial Ltd. L CA CA Modification L Modification L LB L CA CA L L CA CA CA CA CA CA CA Legal"

13 Charge Chargehoider No. CA CA CA CA CA Claim of Builders Lien Trans Canada Lumber Inc. CA Claim of Builders Lien BC Ltd. L Claim of Builders Lien Madge Contracting Ltd. LB Claim of Builders Lien Vantage Point Law and Garden Care Ltd. CA Claim of Builders Lien Kelowna Ready-Mix Inc. LB Claim of Builders Lien Central City Hardware (1980) Inc. CA Claim of Builders Lien Super Save Disposal Inc. CA Claim of Builders Lien Ploutos Enterprises Ltd. CA Claim of Builders Lien Ploutos Enterprises Ltd. CA Claim of Builders Lien Horizon Electric Inc. CA Claim of Builders Lien Bricor Mechanical Ltd. CA Claim of Builders Lien Gentility Geothermal Installations Corp. CA Claim of Builders Lien B.C. Ltd. CA Claim of Builders Lien Canadian Vinyltek Window Corporation CA Claim of Builders Lien Pro Builders Supply Ltd. CA Claim of Builders Lien Crystal Classic Exteriors Inc. L Claim of Builders Lien Coast Wholesale Appliances Inc. CA Claim of Builders Lien RM3 Holdings Inc. CA Claim of Builders Lien WRS (Lower Mainland) LP LB Claim of Builders Lien WRS (Lower Mainland) LP LB Claim of Builders Lien Greco's Painting Ltd. CA Legal"

14 Charge Chargehoider No. Claim of Builders Lien Pine Lighting Ltd. LB CA CA CA CA CA CA CA CA CA CA Legal"

15 Schedule D Permitted Encumbrances, Easements and Restrictive Covenants related to Real Property 1. The reservations, limitations, provisos and conditions expressed in the original grant thereof from the Crown. 2. The following charges registered against the title to the Purchased Assets: Charge Chargeholder No. Undersurface Rights The Director of Soldier Settlement E Statutory Right of Way The Corporation of the District of Peachland S8046 Covenant The Corporation of the District of Peachland S23133 Covenant The Corporation of the District of Peachland W64572 Undersurface Rights Her Majesty the Queen in Right of the KD48313 Province of British Columbia Statutory Right of Way FortisBC Inc. L Covenant The Crown in Right of British Columbia CA Covenant District of Peachland CA Covenant District of Peachland LB Mortgage Canadian Western Bank CA Assignment of Rents Canadian Western Bank CA Modification CA Modification CA Covenant The Corporation of the District of Peachland LB Statutory Right of Way Gentility Systems Corp. CA Covenant Gentility Systems Corp. CA CA CA Legal'

16 Charge Chargeholder No. Statutory Right of Way British Columbia Hydro and Power Authority CA Statutory Right of Way Telus Communications Inc. CA CA Covenant District of Peachland CA CA CA Covenant District of Peachland CA CA CA Legal'

17 No. S Vancouver Registry IN THE SUPREME COURT OF BRITISH COLUMBIA BETWEEN: ROMSPEN INVESTMENT CORPORATION Petitioner AND: PONDEROSA PEACHLAND DEVELOPMENT LIMITED PARTNERSHIP, TREEGROUP PONDEROSA DEVELOPMENT CORP. and B.C. LTD. Respondents ORDER MADE AFTER APPLICATION (Vesting Order) CASSELS BROCK & BLACKWELL LLP Lawyers West Georgia Street Vancouver BC V6E 3C8 Steven D. Dvorak Tel: Fax: Lawyers for the Petitioner SDD File Filing Agent: West Coast Title Search Legal'

18 S ~,~ y IN THE SUPREME COURT OF BRITISH COLUMBIA No. S Vancouver Registry IN THE MATTER OF THE COMPANIES' CREDITORS ARRANGEMENTS ACT, R.S.C. 1985, C. C-36, AS AMENDED It1 1~ IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF PONDEROSA PEACHLAND DEVELOPMENT LIMITED PARTNERSHIP, TREEGROUP PONDEROSA DEVELOPMENT CORP., AND B.C. LTD. AND: ROMSPEN INVESTMENT CORPORATION Petitioner PONDEROSA PEACHLAND DEVELOPMENT LIMITED PARTNERSHIP, TREEGROUP PONDEROSA DEVELOPMENT CORP. and B.C. LTD. Respondents ORDER MADE AFTER APPLICATION BEFORE THE HONOURABLE MADAM JUSTICE FITZPATRICK 27/Jan/2015 THE APPLICATION of the Petitioner, Romspen Investment Corporationrt~~ G~~E-#~~~ ~n ~~7~~ ~~ r~ coming on or hearing at Vancouver, British Columbia, on the 27 day of January, 2015; AND ON Legal'

19 HEARING Steven D. Dvorak, counsel for the Petitioner, and those other counsel listed on Schedule "A" hereto, and no one appearing for,although duly served; AND UPON READING the material filed, including the Fourth Report of the Receiver dated January 13, 2015 (the "Report"); THIS COURT ORDERS AND DECLARES THAT: 1. The time for the service of the Notice of Aaalication and suaportina material in respect of this proceeding is abridged such that the proceeding is properly returnable on the day heard, and further, any requirement for service of the Notice of Application and supporting material upon any interested party is hereby dispensed with. =~-?_. _.._.._The sale transaction (the "Transaction") contemplated by the Contract of Purchase ~~ W and Sale dated September 13, 2013 and amended November 2, 2014 (the "Sale Agreement") between +~~ Q~^~;~f~r Ponderosa Peachland Development Limited Partnership (formerly Treegroup Founders Limited Partnership) and Tree, rip Ponderosa Development Corp. (the "Seller"hand Cheryl Lee Romanchuk "Property Investor", of # Redstone Crescent, Peachland, British Columbia, VOH 1X5 (the "p»-~; ~~~Buver"), a copy of which is attached as -~-u~v-«--`"#-~-#-~e--f~e~e~exhibit"m" to the 6t" Affidavit of Cinda Fer uq_son sworn January 16, 2015-is hereby approved, and the Sale Agreement is commercially reasonable. The Q~~~~-Seller is 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 to the p~ ~~~~; Buyer of the assets described in the Sale Agreement (the "Purchased Assets"). ~~ ~~ ~.rte ~~ ~ ~ ~.' ~ ~ w. ~ ~ ~'~ ~~ 1 ~~ ~ ~. ~ ~~ ~ ~ ~~ ~ ~ ~~ ~ ~~ ~ a ~~ u ~u~. ~ Legal'

20 3 3. Upon presentation for registration in the Land Title Office for the Kamloops Land Title District of a certified copy of this Order, together with a letter from Owen Bird LLP, solicitors for the R, ~~~~Seller, authorizing registration of this Order, the British Columbia Registrar of Land Titles is hereby directed to: (a) (b) enter the p~ ~r,-a,-o"~~buyer as the owner of the Purchased Assets, as identified in Schedule "B" hereto, together with all buildings and other structures, facilities and improvements located thereon and fixtures, systems, interests, licenses, rights, covenants, restrictive covenants, commons, ways, profits, privileges, rights, easements and appurtenances to the said hereditaments belonging, or with the same or any part thereof, held or enjoyed or appurtenant thereto, in fee simple in respect of the Purchased Assets, and this Court declares that it has been proved to the satisfaction of the Court on investigation that the title of the p~ ~r-~~~tb,. u~er in and to the Purchased Assets is a good, safe holding and marketable title and directs the BC Registrar to register indefeasible title in favour of the pan"~~tbuyer as aforesaid; and having considered the interests of third parties, to discharge, release, delete and expunge from title to the Purchased Assets all of the registered Encumbrances shown in Schedule "C", except for those listed in Schedule «p Qom ~ ~ ~ ~ ~ ~ ~ ~ ~ u ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ t ~ ~ ~ ~ ~ u. ~ 1- Legal'

21 4. The proceeds of the sale. after allowina for all proaerty taxes and other adjustments, and subject to the holdback referred to in paragraph 5 hereof, be received and disbursed through the trust account of Owen Bird Law Corporation or any other solicitor or Notary that Owen Bird Law Corporation may authorize on its behalf as follows: (a) First, in payment of taxes, arrears of taxes interest and penalties of taxes in_respect of the Purchased Assets, including anv arrears of utility rates or charges which constitute a lien against the Purchased Assets in priorit r~to the mortgage registered in favour of Canadian Western Bank under No. CA (the "Mortgage"); ~) Second, in payment of the balance of real estate commission; ~ Third, to Canadian Western Bank, in payment of the balance due and owing to it under the Mortgage for principal, interest and legal costs; (d) Fourth, to Romspen Investment Corporation as the holder of the second mortgage on the Purchased Assets, in payment toward the balance due and owing to it under such mortgage for principal, interest and costs; provided however that, subject to the terms and conditions contained in paragraph 3 of the Order pronounced in this proceeding on January 15, 2015, such funds may be retained and used by the Seller to defray permitted expenditures; and (e) Fifth, the balance, if anx, be paid into Court to the credit of this proceeding_ 5. Notwithstandingparagraph 4 hereof: (a) Pursuant to s. 88(2) of the Strata Property Act, R.S.B.C. 1998, c. 43, the Buyer shall hold back from the Purchase Price the sum of $1.00; and (b) The Seller shall hold back from the proceeds of sale the sum of $16,842.43, to be held by D. Manning &Associates Inc. in its capacity as Monitor in these proceedings, pending further Order of this Court; and until further Order of this Court, such amounts shall be charged by and subject to the security interests affecting the Purchased Assets, in the order of priorities existing as at the date of this Order. ~~ :6. Subject to the terms of the Sale Agreement, vacant possession of the Purchased Assets, including any real property, shall be delivered by the ~e~ei~e~-seller to the o., ~Buyer at 12:00 noon on the Closing Date (as defined in the Sale Agreement), subject to the permitted encumbrances as listed on Schedule "D". 8~7. The k~eee+~re~seller, with the consent of the ~~~r~,~,~rbuyer, shall be at libert to advance the Closing Date to such earlier date as those parties may agree, without Legal"

22 the necessity of a further Order of this Court and shall be at liberty to extend the Closing Date to such later date as those parties may agree without the necessity of a further Order of this Court provided the Closing Date occurs h~~ ~~r- within 30 days of the date of this Order.. -- _Notwithstanding: (a) these proceedings; (b) any applications for a bankruptcy order in respect of the ~#8-~ Respondents now or hereafter made pursuant to the Bankruptcy and Insolvency Act and any bankruptcy order issued pursuant to any such applications; and (c) any assignment in bankruptcy made by or in respect of the Be~e~Respondents, the vesting of the Purchased Assets in the P~a~E#~B~ pursuant to this Order shall be binding on any trustee in bankruptcy that may be appointed in respect of the 9e~te~Respondents and shall not be void or voidable by creditors of the ~e~t~~respondents, nor shall it constitute or be deemed to be a transfer at undervalue, fraudulent preference, assignment, fraudulent conveyance or other reviewable transaction under the Bankruptcy and Insolvency Actor any other applicable federal or provincial legislation, nor shall it constitute oppressive or unfairly prejudicial conduct pursuant to any applicable federal or provincial legislation. -:-.THIS COURT HEREBY REQUESTS the aid and recognition of any court, tribunal, regulatory or administrative body, wherever located, to give effect to this Order and to assist the Receiver 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 Receiver, as an officer of this Court, as may be necessary or desirable to give effect to this Order or to assist the Receiver and its agents in carrying out the terms of this Order. The ~~ee~~er--petitioner or any other party have liberty to apply for such further or other directions or relief as may be necessary or desirable to give effect to this Order. ~- - The endorsement as to approval of form of this order by counsel for any party except the Petitioner is hereby waived. THE FOLLOWING PARTIES APPROVE THE FORM OF THIS ORDER AND CONSENT TO EACH OF THE ORDERS, IF ANY, THAT ARE INDICATED ABOVE AS BEING BY CONSENT: Legal'

23 Steven Dvorak Lawyer for the Petitioner By the Court. Registrar Legal"

24 Schedule A List of Counsel Part Counsel BORROWERS Ponderosa Peachland Development Limited Digby Leigh Partnership (formerly Treegroup Founders Digby Leigh &Company Limited Partnership) 3050 Highland Boulevard Treegroup Ponderosa Development Corp. North Vancouver, BC V7R 2X3 and B.C. Ltd. tel: fax: dleigh@leighco.ca MONITOR D. Manning &Associates Inc. Douglas B. Hyndman Kornfeld LLP Burrard Street PO Box 11 Vancouver, BC V7X 1 M5 tel: fax: dhyndman@kornfeldlip.com GUARANTORS Hugh Porter Roderick S. Henderson Henderson Law Group Coppersmith Way Richmond, BC V7A 5J9 tel: fax: rsh@hlglaw.ca CHARGEHOLDERS Ponderosa Fund Kibben Jackson Fasken Martineau DuMoulin LLP Burrard Street Bentall 5 Vancouver, BC V6C OA3 tel: fax: kiackson(a~fasken.com svolkow@fasken.com Legal"

25 Part Counsel Canadian Western Bank Jack Webster, Q.C. Webster Hudson &Coombe LLP West Georgia Street Vancouver, BC V6E 4H1 tel: fax: Central City Hardware (1980) Ltd. Ron Labossiere Labossiere &Company 1726 Sonora Drive Kelowna, BC V1Y 8K7 tel: fax: WRS (Lower Mainland) GP Inc. Doug Rasmussen WRS (Lower Mainland) LP # Industrial Road West Kelowna, BC V1 Z 1 G5 tel: fax: douglas.rasmussen@westernone.ca WRS (Lower Mainland) LP Doug Rasmussen WRS (Lower Mainland) LP # Industrial Road West Kelowna, BC V1 Z 1 G5 tel: fax: douglas.rasmussen@westernone.ca Bricor Mechanical Ltd. Alfred C. Kempf Pushor Mitchell LLP Ellis Street Kelowna, BC V1 Y 2N3 tel: fax: kempf@pushormitchell.com Legal'

26 Pa Counsel Coast Wholesale Appliances Inc. Katie Long, C.C.P. Coast Wholesale Appliances Inc Main Street Vancouver, BC V5X 4W8 tel: fax: B.C. Ltd. (dba Budget Blinds) Michael Hansen Benson Law LLP 270 Highway 33 West Kelowna, BC V1 X 1X7 tel: fax: mhansen(a~bensonlawllp.com Trans Canada Lumber Inc. Mark Danielson Pushor Mitchell LLP Ellis Street Kelowna, BC V1Y 2N3 tel: fax: danielson@pushormitchell.com Versatile Siding Solutions Ltd. Yarden Gershony Rush Ihas Hardwick LLP Bernard Avenue Kelowna, BC V1Y 6N9 tel: fax: ygershony@rihlaw.com INTERESTED PARTIES B.D. Hall Construction Ltd. Mark Davies Richards Buell Sutton LLP # West Georgia Street Vancouver, BC V6B 5A1 tel: fax: mdavies@rbs.ca Legal'

27 Pa Justice Canada Tax Law Counsel Jason Levine Department of Justice Canada Tax Law Service Howe Street Vancouver, BC V6X 2S9 tel: fax: iason.levine(a~iustice.gc.ca Her Majesty the Queen in Right of the Province Heather Wellman of British Columbia Aaron Welch David Hatter Ministry of Justice Legal Services Branch 4t" floor, 1675 Douglas Street PO Box 9289 Stn Prov Govt Victoria, BC V8W 9J7 tel: fax: bc. ca david. hatter(a7gov. bc. ca Sun Holdings Ltd. District of Peachland Ron Solmer Pushor Mitchell LLP Ellis Street Kelowna, BC V1Y 2N3 tel: fax: Sukhbir Manhas Young Anderson Nelson Street Box Nelson Square Vancouver, BC V6Z 2H2 tel: fax: manhas oun anderson.ca Legal"

28 Schedule B Purchased Assets PI D: Strata Lot 30, District Lots 220, 902 and 2897 Osoyoos Division Yale District Strata Plan EPS1699 together with an interest in the common property in proportion to the unit entitlement of the strata lot as set out on Form V (the "Purchased Assets") Legal'

29 Schedule C Claims and Charges to be deleted/expunged from title to Real Property The following charges registered against the title to the Purchased Assets: Charge Chargeholder No. Mortgage Romspen Investment Corporation L Assignment of Rents Romspen Investment Corporation L Mortgage CMLS Financial Ltd. L Assignment of Rents CMLS Financial Ltd. LB Modification Modification CA CA L LB LB LB CA CA L L CA CA CA CA CA CA CA Legal'

30 Charge Chargeholder No. CA CA CA CA CA Claim of Builders Lien Trans Canada Lumber Inc. CA Claim of Builders Lien BC Ltd. LB Claim of Builders Lien Madge Contracting Ltd. LB Claim of Builders Lien Vantage Point Law and Garden Care Ltd. CA Claim of Builders Lien Kelowna Ready-Mix Inc. LB Claim of Builders Lien Central City Hardware (1980) Inc. CA Claim of Builders Lien Super Save Disposal Inc. CA Claim of Builders Lien Ploutos Enterprises Ltd. CA Claim of Builders Lien Ploutos Enterprises Ltd. CA Claim of Builders Lien Horizon Electric Inc. CA Claim of Builders Lien Bricor Mechanical Ltd. CA Claim of Builders Lien Gentility Geothermal Installations Corp. CA Claim of Builders Lien B.C. Ltd. CA Claim of Builders Lien Canadian Vinyltek Window Corporation CA Claim of Builders Lien Pro Builders Supply Ltd. CA Claim of Builders Lien Crystal Classic Exteriors Inc. L Claim of Builders Lien Coast Wholesale Appliances Inc. CA Claim of Builders Lien RM3 Holdings Inc. CA Claim of Builders Lien WRS (Lower Mainland) LP LB Claim of Builders Lien WRS (Lower Mainland) LP L Claim of Builders Lien Greco's Painting Ltd. CA Legal*

31 Charge Chargeholder No. Claim of Builders Lien Pine Lighting Ltd. LB CA CA CA CA CA CA CA CA CA CA Legal"

32 c~ho.~~~io n Permitted Encumbrances, Easements and Restrictive Covenants related to Real Property 1. The reservations, limitations, provisos and conditions expressed in the original grant thereof from the Crown. 2. The following charges registered against the title to the Purchased Assets: Charge Chargeholder No. Undersurface Rights The Director of Soldier Settlement E Statutory Right of Way The Corporation of the District of Peachland S8046 Covenant The Corporation of the District of Peachland S23133 Covenant The Corporation of the District of Peachland W64572 Undersurface Rights Her Majesty the Queen in Right of the KD48313 Province of British Columbia Statutory Right of Way FortisBC Inc. LB Covenant The Crown in Right of British Columbia CA Covenant District of Peachland CA Covenant District of Peachland L Mortgage Canadian Western Bank CA Assignment of Rents Canadian Western Bank CA Modification CA Modification CA Covenant The Corporation of the District of Peachland L Statutory Right of Way Gentility Systems Corp. CA Covenant Gentility Systems Corp. CA CA CA Legal'

33 Charge Chargeholder No. Statutory Right of Way British Columbia Hydro and Power Authority CA Statutory Right of Way Telus Communications Inc. CA CA Covenant District of Peachland CA CA CA Covenant District of Peachland CA CA CA Legal"

34 No. S Vancouver Registry IN THE SUPREME COURT OF BRITISH COLUMBIA BETWEEN: ROMSPEN INVESTMENT CORPORATION Petitioner AND: PONDEROSA PEACHLAND DEVELOPMENT LIMITED PARTNERSHIP, TREEGROUP PONDEROSA DEVELOPMENT CORP. and B.C. LTD. Respondents ORDER MADE AFTER APPLICATION (Vesting Order) CASSELS BROCK & BLACKWELL LLP Lawyers West Georgia Street Vancouver BC V6E 3C8 Steven D. Dvorak Tel: Fax: Lawyers for the Petitioner SDD File Filing Agent: West Coast Title Search Legal"

35 ~~ IN THE SUPREME COURT OF BRITISH COLUMBIA No. S Vancouver Registry IN THE MATTER OF THE COMPANIES' CREDITORS ARRANGEMENTS ACT, R.S.C. 1985, C. C-36, AS AMENDED AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF PONDEROSA PEACHLAND DEVELOPMENT LIMITED PARTNERSHIP, TREEGROUP PONDEROSA DEVELOPMENT CORP., AND B.C. LTD. BETWEEN: AND: ROMSPEN INVESTMENT CORPORATION Petitioner PONDEROSA PEACHLAND DEVELOPMENT LIMITED PARTNERSHIP, TREEGROUP PONDEROSA DEVELOPMENT CORP. and B.C. LTD. Respondents ORDER MADE AFTER APPLICATION BEFORE THE HONOURABLE MADAM JUSTICE FITZPATRICK ~ 27/Jan/2015 THE APPLICATION of the Petitioner, Romspen Investment Corporation-~ ~r~"«~''~ PIA~~ #~ " coming on for hearing at Vancouver, British Columbia, on the 27 day of January, 2015; AND ON Legal`

36 2 HEARING Steven D. Dvorak, counsel for the Petitioner, and those other counsel listed on Schedule "A" hereto, and no one appearing for,although duly served; AND UPON READING the material filed, including the Fourth Report of the Receiver dated January 13, 2015 (the "Report"); THIS COURT ORDERS AND DECLARES THAT: 1. The time for the service of the Notice of Application and suagortina material in respect of this proceeding is abridged such that the proceeding is properlx returnable on the day heard, and further, any requirement for service of the Notice of Application and supporting material upon any interested party is hereby dispensed with. ~--?. The sale transaction (the "Transaction") contemplated by the Contract of Purchase and Sale dated October 4, 2013 and amended May 31, 2014 and November 2, 2014 (the "Sale Agreement") between +ho Roroi~ior Ponderosa Peachland Development Limited Partnership (formerly Treegroup Founders Limited Partnership) and Treegroup Ponderosa Development Corp. (the "Seller") and Graham Gardiner "Retired" and Margaret Jean Gardiner "Retired" as Joint Tenants, of # Redstone Crescent, Peachland, British Columbia, VOH 1X5 (the "~~Ik a~e~buyer"), a copy of which is attached as ^.-t~~ " " + +ho Qoh ~+ Exhibit "N" to the 6t" Affidavit of Cinda Ferguson sworn January 16, 2015-is hereby approved, and the Sale Agreement is commercially reasonable. The ~e^~~~,~~ Seller is 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 to the o. ~T~Tc~ Buyer of the assets described in the Sale Agreement (the "Purchased Assets")... ~ ~ ~ ~ ~ ~ r. ~ ~ ~ u ~. r ~ ~ ~ ~ ~ ~ ~. i 1 ~ u ~ ~ ~ ~ ~ ~ ~ u ~ ~ ~ ~ ~ ~ ~ 1 Legal`

37 3 3. Upon presentation for registration in the Land Title Office for the Kamloops Land Title District of a certified copy of this Order, together with a letter from Owen Bird LLP, solicitors for the Q~~~TSeller, authorizing registration of this Order, the British Columbia Registrar of Land Titles is hereby directed to: (a) (b) enter the ~~r-~, "~~; Bier as the owner of the Purchased Assets, as identified in Schedule "B" hereto, together with all buildings and other structures, facilities and improvements located thereon and fixtures, systems, interests, licenses, rights, covenants, restrictive covenants, commons, ways, profits, privileges, rights, easements and appurtenances to the said hereditaments belonging, or with the same or any part thereof, held or enjoyed or appurtenant thereto, in fee simple in respect of the Purchased Assets, and this Court declares that it has been proved to the satisfaction of the Court on investigation that the title of the p~ ~,--at~"~,~~tbuyer in and to the Purchased Assets is a good, safe holding and marketable title and directs the BC Registrar to register indefeasible title in favour of the T-Q~~Buver o as aforesaid; and having considered the interests of third parties, to discharge, release, delete and expunge from title to the Purchased Assets all of the registered Encumbrances shown in Schedule "C", except for those listed in Schedule «p _ O~. ~ ~ t 1 ~ ~~. ~.0 ~..~,. ~ ~ a ~ ~. ~ ~ ~ ~ ~ ~ ~ 1 ~ ~ ~. a ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ Legal'

38 4. The proceeds of the sale. after allowina for all aropertv taxes and other adjustments, and subject to the holdback referred to in paragraph 5 hereof, be received and disbursed through the trust account of Owen Bird Law Corporation or any other solicitor or Notary that Owen Bird Law Corporation may authorize on its behalf. as follows: ~a) First, in payment of taxes, arrears of taxes, interest and penalties of taxes in respect of the Purchased Assets, including any arrears of utility rates or charges which constitute a lien against the Purchased Assets in priority to the mortgage re isq tered in favour of Canadian Western Bank under No. CA (the "Mort_ aq qe")~ (b) Second, in payment of the balance of real estate commission; (c) Third, to Canadian Western Bank, in payment of the balance due and owing to it under the Mortgage for princaal, interest and legal costs; (d) Fourth, to Romspen Investment Corporation, as the holder of the second mortgage on the Purchased Assets, in payment toward the balance due and owing to it under such mortgage for principal, interest and costs; provided however that, sub,lect to the terms and conditions contained in paragraph 3 of the Order pronounced in this proceeding on January 15, 2015, such funds may be retained and used by the Seller to defray permitted expenditures; and (ems Fifth, the balance, if any, be paid into Court to the credit of this proceeding_ 5. Notwithstanding paragraph 4 hereof: {a) Pursuant to s. 88f2) of the Strata Property Act, R.S.B.C. 1998, c. 43, the Buyer shall hold back from the Purchase Price the sum of $1.00; and (b) The Seller shall hold back from the proceeds of sale the sum of $17, to be held by D. Manning &Associates Inc. in its capacity as Monitor in these proceedings, pending further Order of this Court; and until further Order of this Court, such amounts shall be charged by and subject to the security interests affecting the Purchased Assets, in the order of priorities existing as at the date of this Order. ~~r (~.Subject to the terms of the Sale Agreement, vacant possession of the Purchased Assets, including any real property, shall be delivered by the Qom,-~~~~;~~; Seller to the ~~t~s~sefbuyer at 12:00 noon on the Closing Date (as defined in the Sale Agreement), subject to the permitted encumbrances as listed on Schedule "D". -7. The Q~~TSeller, with the consent of the P~#a-se~Buyer, shall be at IibertYto advance the Closing Date to such earlier date as those parties may agree, without Legal*

39 5 the necessity of a further order of this Court and shall be at liberty to extend the Closing Date to such later date as those parties may agree without the necessity of a further Order of this Court provided the Closing Date occurs "~~ a~within 30 days of the date of this Order.. ~3-~3. Notwithstanding: (a) (b) (c) these proceedings; any applications for a bankruptcy order in respect of the Bed#e~ Respondents now or hereafter made pursuant to the Bankruptcy and Insolvency Act and any bankruptcy order issued pursuant to any such applications; and any assignment in bankruptcy made by or in respect of the BeRespondents, the vesting of the Purchased Assets in the ~~~Buyer pursuant to this Order shall be binding on any trustee in bankruptcy that may be appointed in respect of the Be~e~Respondents and shall not be void or voidable by creditors of the Ae~~e~Respondents, nor shall it constitute or be deemed to be a transfer at undervalue, fraudulent preference, assignment, fraudulent conveyance or other reviewable transaction under the Bankruptcy and Insolvency Actor any other applicable federal or provincial legislation, nor shall it constitute oppressive or unfairly prejudicial conduct pursuant to any applicable federal or provincial legislation. 1-0~9. THIS COURT HEREBY REQUESTS the aid and recognition of any court, tribunal, regulatory or administrative body, wherever located, to give effect to this Order and to assist the Receiver 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 Receiver, as an officer of this Court, as may be necessary or desirable to give effect to this Order or to assist the Receiver and its agents in carrying out the terms of this Order. ~-x:10. The R,-~~~;-o~ -Petitioner or any other party have liberty to apply for such further or other directions or relief as may be necessary or desirable to give effect to this Order. ~~~ 11. The endorsement as to approval of form of this order by counsel for any party except the Petitioner is hereby waived. THE FOLLOWING PARTIES APPROVE THE FORM OF THIS ORDER AND CONSENT TO EACH OF THE ORDERS, IF ANY, THAT ARE INDICATED ABOVE AS BEING BY CONSENT: Legal'

40 Steven Dvorak Lawyer for the Petitioner By the Court. Registrar Legal'

41 Schedule A List of Counsel Part Counsel BORROWERS Ponderosa Peachland Development Limited Digby Leigh Partnership (formerly Treegroup Founders Digby Leigh &Company Limited Partnership) 3050 Highland Boulevard Treegroup Ponderosa Development Corp. North Vancouver, BC V7R 2X3 and B.C. Ltd. tel: fax: dleigh@leighco.ca MONITOR D. Manning &Associates Inc. Douglas B. Hyndman Kornfeld LLP Burrard Street PO Box 11 Vancouver, BC V7X 1 M5 tel: fax: dhyndman@kornfeldllp.com GUARANTORS Hugh Porter Roderick S. Henderson Henderson Law Group Coppersmith Way Richmond, BC V7A 5J9 tel: fax: rsh@hlglaw.ca CHARGEHOLDERS Ponderosa Fund Kibben Jackson Fasken Martineau DuMoulin LLP Burrard Street Bentall 5 Vancouver, BC V6C OA3 tel: fax: kiackson c(~~.fasken.com svolkow@fasken.com Lega I'

42 Pa Canadian Western Bank Central City Hardware (1980) Ltd. WRS (Lower Mainland) GP Inc. WRS (Lower Mainland) LP Bricor Mechanical Ltd. CQunse/ Jack Webster, Q.C. Webster Hudson &Coombe LLP West Georgia Street Vancouver, BC V6E 4H1 tel: fax: Ron Labossiere Labossiere &Company 1726 Sonora Drive Kelowna, BC V1Y 8K7 tel: fax: Doug Rasmussen WRS (Lower Mainland) LP # Industrial Road West Kelowna, BC V1 Z 1 G5 tel: fax: douglas.rasmussen@westernone.ca Doug Rasmussen WRS (Lower Mainland) LP # Industrial Road West Kelowna, BC V1 Z 1 G5 tel: fax: douglas.rasmussen@westernone.ca Alfred C. Kempf Pushor Mitchell LLP Ellis Street Kelowna, BC V1Y 2N3 tel: fax: kempf@pushormitchell.com Legal'

43 Pa Coast Wholesale Appliances Inc. Counsel Katie Long, C.C.P. Coast Wholesale Appliances Inc Main Street Vancouver, BC V5X 4W8 tel: fax: B.C. Ltd. (dba Budget Blinds) Michael Hansen Benson Law LLP 270 Highway 33 West Kelowna, BC V1 X 1X7 tel: fax: mhansen(cr~.bensonlawllp.com Trans Canada Lumber Inc. Versatile Siding Solutions Ltd. Mark Danielson Pushor Mitchell LLP Ellis Street Kelowna, BC V1Y 2N3 tel: fax: danielson@pushormitchell.com Yarden Gershony Rush Ihas Hardwick LLP Bernard Avenue Kelowna, BC V1Y 6N9 tel: fax: ygershony@rihlaw.com INTERESTED PARTIES B.D. Hall Construction Ltd. Mark Davies Richards Buell Sutton LLP # West Georgia Street Vancouver, BC V6B 5A1 tel: fax: mdavies@rbs.ca Legal`

44 Pa Justice Canada Tax Law Counsel Jason Levine Department of Justice Canada Tax Law Service Howe Street Vancouver, BC V6X 2S9 tel: fax: iason.levine(c~iustice.gc.ca Her Majesty the Queen in Right of the Province Heather Wellman of British Columbia Aaron Welch David Hatter Ministry of Justice Legal Services Branch 4th floor, 1675 Douglas Street PO Box 9289 Stn Prov Govt Victoria, BC V8W 9J7 tel: fax: bc. ca david. hatterna.aov. bc. ca Sun Holdings Ltd. District of Peachland Ron Solmer Pushor Mitchell LLP Ellis Street Kelowna, BC V1Y 2N3 tel: fax: Sukhbir Manhas Young Anderson Nelson Street Box Nelson Square Vancouver, BC V6Z 2H2 tel: fax: manhas oun anderson.ca Legal*

45 Schedule B Purchased Assets PID: Strata Lot 31, District Lots 220, 902 and 2897 Osoyoos Division Yale District Strata Plan EPS1699 together with an interest in the common property in proportion to the unit entitlement of the strata lot as set out on Form V (the "Purchased Assets") ~egal`

46 Schedule C Claims and Charges to be deleted/expunged from title to Real Property The following charges registered against the title to the Purchased Assets: Charge Chargeholder No. Mortgage Romspen Investment Corporation LB Assignment of Rents Romspen Investment Corporation L Mortgage CMLS Financial Ltd. LB Assignment of Rents CMLS Financial Ltd. L CA CA Modification LB Modification L LB L CA CA LB LB CA CA CA CA CA CA CA Legal"

47 Charge Chargeholder No. CA CA CA CA CA Claim of Builders Lien Trans Canada Lumber Inc. CA Claim of Builders Lien BC Ltd. LB Claim of Builders Lien Madge Contracting Ltd. L Claim of Builders Lien Vantage Point Law and Garden Care Ltd. CA Claim of Builders Lien Kelowna Ready-Mix Inc. L Claim of Builders Lien Central City Hardware (1980) Inc. CA Claim of Builders Lien Super Save Disposal Inc. CA Claim of Builders Lien Ploutos Enterprises Ltd. CA Claim of Builders Lien Ploutos Enterprises Ltd. CA Claim of Builders Lien Horizon Electric Inc. CA Claim of Builders Lien Bricor Mechanical Ltd. CA Claim of Builders Lien Gentility Geothermal Installations Corp. CA Claim of Builders Lien B.C. Ltd. CA Claim of Builders Lien Canadian Vinyltek Window Corporation CA Claim of Builders Lien Pro Builders Supply Ltd. CA Claim of Builders Lien Crystal Classic Exteriors Inc. LB Claim of Builders Lien Coast Wholesale Appliances Inc. CA Claim of Builders Lien RM3 Holdings Inc. CA Claim of Builders Lien WRS (Lower Mainland) LP LB Claim of Builders Lien WRS (Lower Mainland) LP L Claim of Builders Lien Greco's Painting Ltd. CA Legal'

48 Charge Chargehoider No. Claim of Builders Lien Pine Lighting Ltd. LB CA CA CA CA CA CA CA CA CA CA Legal"

49 Schedule D Permitted Encumbrances, Easements and Restrictive Covenants related to Real Property 1. The reservations, limitations, provisos and conditions expressed in the original grant thereof from the Crown. 2. The following charges registered against the title to the Purchased Assets: Charge Chargehalder No. Undersurface Rights The Director of Soldier Settlement E Statutory Right of Way The Corporation of the District of Peachland S8046 Covenant The Corporation of the District of Peachland S23133 Covenant The Corporation of the District of Peachland W64572 Undersurface Rights Her Majesty the Queen in Right of the KD48313 Province of British Columbia Statutory Right of Way FortisBC Inc. LB Covenant The Crown in Right of British Columbia CA Covenant District of Peachland CA Covenant District of Peachland LB Mortgage Canadian Western Bank CA Assignment of Rents Canadian Western Bank CA Modification Modification CA CA Covenant The Corporation of the District of Peachland LB Statutory Right of Way Gentility Systems Corp. CA Covenant Gentility Systems Corp. CA CA CA Legal"

50 Charge Chargeholder No. Statutory Right of Way British Columbia Hydro and Power Authority CA Statutory Right of Way Telus Communications Inc. CA CA Covenant District of Peachland CA CA CA Covenant District of Peachland CA CA CA Legal"

51 No. S Vancouver Registry IN THE SUPREME COURT OF BRITISH COLUMBIA BETWEEN: ROMSPEN INVESTMENT CORPORATION Petitioner AND: PONDEROSA PEACHLAND DEVELOPMENT LIMITED PARTNERSHIP, TREEGROUP PONDEROSA DEVELOPMENT CORP. and B.C. LTD. Respondents ORDER MADE AFTER APPLICATION (Vesting Order) CASSELS BROCK & BLACKWELL LLP Lawyers West Georgia Street Vancouver BC V6E 3C8 Steven D. Dvorak Tel: Fax: Lawyers for the Petitioner SDD File Filing Agent: West Coast Title Search Legal'

52 ~ ~ ~ ~~ IN THE SUPREME COURT OF BRITISH COLUMBIA No. S Vancouver Registry IN THE MATTER OF THE COMPANIES' CREDITORS ARRANGEMENTS ACT, R.S.C. 1985, C. C-36, AS AMENDED AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF PONDEROSA PEACHLAND DEVELOPMENT LIMITED PARTNERSHIP, TREEGROUP PONDEROSA DEVELOPMENT CORP., AND B.C. LTD. BETWEEN: AND: ROMSPEN INVESTMENT CORPORATION Petitioner PONDEROSA PEACHLAND DEVELOPMENT LIMITED PARTNERSHIP, TREEGROUP PONDEROSA DEVELOPMENT CORP. and B.C. LTD. Respondents ORDER MADE AFTER APPLICATION BEFORE THE HONOURABLE ~ MADAM JUSTICE FITZPATRICK ~ 27~Jan/2015 THE APPLICATION of the Petitioner, Romspen Investment Corporation rq-~ ~S ~: 'coming on for hearing at Vancouver, British Columbia, on the 27 day of January, 2015; AND ON Legal'

53 2 HEARING Steven D. Dvorak, counsel for the Petitioner, and those other counsel listed on Schedule "A" hereto, and no one appearing for,although duly served; AND UPON READING the material filed, including the Fourth Report of the Receiver dated January 13, 2015 (the "Report"); THIS COURT ORDERS AND DECLARES THAT: 1. The time for the service of the Notice of Application and suaportina material in respect of this proceeding is abridged such that the proceeding is properly returnable on the day heard, and further, andrequirement for service of the Notice of Application and supporting material upon any interested party is hereby dispensed with. -'- The sale transaction (the "Transaction") contemplated by the Contract of Purchase and Sale dated January 28, 2014 and amended November 2, 2014 (the "Sale Agreement") between #fie-~tee~ive~ponderosa Peachland Development Limited Partnershi~(formerly Treegroup Founders Limited Partnership) and Treegroup Ponderosa Development Corp. (the "Seller"hand Jonathan Patrick Moffatt "Account Executive and Sarah Lam "Student" as Joint Tenants, of # Redstone Crescent, Peachland, British Columbia, VOH 1X5 (the "~r~ka~~e~buyer"), a copx of which is attached as A~~#~a~ ~ti Fie-~~r- Exhibit "O" to the 6t Affidavit of Cinda Ferguson sworn January 16, 2015-is hereby approved, and the Sale Agreement is commercially reasonable. The ~~e~i-v~r-seller is 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 to the p~ ~r,-at-~"~~~t Buyer of the assets described in the Sale Agreement (the "Purchased Assets"). se ~- s -- '- ~ ' _. _~ z -.? s.,..: t._ a- ~ -s :-- s- - -_ -e - -- e -e : - -:._ a. a - ~- a- ~ se-..- ~ ~ ~.e e. s ~- e s e a _.. -e m -s - Legal'

54 K3 3. Upon presentation for registration in the Land Title Office for the Kamloops Land Title District of a certified copy of this Order, together with a letter from Owen Bird LLP, solicitors for the Q~-~~~~o~; Seller, authorizing registration of this Order, the British Columbia Registrar of Land Titles is hereby directed to: (a) (b) enter the P-~~eh-~~r Buyer as the owner of the Purchased Assets, as identified in Schedule "B" hereto, together with all buildings and other structures, facilities and improvements located thereon and fixtures, systems, interests, licenses, rights, covenants, restrictive covenants, commons, ways, profits, privileges, rights, easements and appurtenances to the said hereditaments belonging, or with the same or any part thereof, held or enjoyed or appurtenant thereto, in fee simple in respect of the Purchased Assets, and this Court declares that it has been proved to the satisfaction of the Court on investigation that the title of the ~.~-r~~-~~~buyer in and to the Purchased Assets is a good, safe holding and marketable title and directs the BC Registrar to register indefeasible title in favour of the p~ ~r~,~~;;~~buyer as aforesaid; and having considered the interests of third parties, to discharge, release, delete and expunge from title to the Purchased Assets all of the registered Encumbrances shown in Schedule "C", except for those listed in Schedule <<p ~, r ~ :---~ ~h~~~-ea~~-~s-to-#+4e-~i~#-#-4~~-gsa~r-~-a-~e~y-o#~h~-~e~i-den's--~~~+~+~~~~ fa ~i#~a after-- ~el+d~-t4~e r~e~: -x - - ~, - a ~ -.. ~ Legal'

55 4. The proceeds of the sale after allowing for ali property taxes and other adjustments, and subject to the holdback referred to in paragraph 5 hereof, be received and disbursed throuah the trust account of Owen Bird Law Coraoration or any other solicitor or Notary that Owen Bird Law Corporation may authorize on its behalf, as follows: a First in a ment of taxes arrears of taxes interest and enalties of taxes in respect of the Purchased Assets, including any arrears of utility rates or charges which constitute a lien against the Purchased Assets in priority to the mortgage registered in favour of Canadian Western Bank under No. CA (the "Mortgage"~ (b) Second, in payment of the balance of real estate commission; (c) Third, to Canadian Western Bank, in payment of the balance due and owing to it under the Mortgage for principal interest and legal costs; (d) Fourth, to Romspen Investment Corporation, as the holder of the second mortgage on the Purchased Assets, in payment toward the balance due and owing to it under such mortgage for principal, interest and costs; provided however that subject to the terms and conditions contained in ara rah 3 of the Order ronounced in this roceedin on Janua such funds may be retained and used by the Seller to defray permitted expenditures; and (e) Fifth, the balance, if any, be paid into Court to the credit of this,proceeding. 5. Notwithstanding paragraph 4 hereof: (~ Pursuant to s. 88(2) of the Strata Property Act, R.S.B.C. 1998, c. 43, th_e Buyer shall hold back from the Purchase Price the sum of $1.00; and (b) The Seller shall hold back from the proceeds of sale the sum of $16L450.00, to be held by D. Manning &Associates Inc. in its capacity as Monitor in these proceedings, pending further Order of this Court; and until further Order of this Court, such amounts shall be charged by and subject to the security interests affecting the Purchased Assets, in the order of priorities existina as at the date of this Order. 7:6. Subject to the terms of the Sale Agreement, vacant possession of the Purchased Assets, including any real property, shall be delivered by the f~e~-e+~ce~seller to the p~ ~,-a,-~"~~~~ Buyer at 12:00 noon on the Closing Date (as defined in the Sale Agreement), subject to the permitted encumbrances as listed on Schedule "D". -:7. The l~~+~~seller, with the consent of the!~~~ G"~~-;Buyer, shall be at liberty to advance the Closin Date to such earlier date as those arties ma a ree without Legal`

56 5 the necessity of a further Order of this Court and shall be at liberty to extend the Closing Date to such later date as those parties may agree without the necessity of a further Order of this Court provided the Closing Date occurs "~~ a-within 30 days of the date of this Order.. ~~-«. Notwithstanding: (a) (b) (c) these proceedings; any applications for a bankruptcy order in respect of the Be~a~ Respondents now or hereafter made pursuant to the Bankruptcy and Insolvency Act and any bankruptcy order issued pursuant to any such applications; and any assignment in bankruptcy made by or in respect of the Be~te~Respondents, the vesting of the Purchased Assets in the ~~~,~se~buyer pursuant to this Order shall be binding on any trustee in bankruptcy that may be appointed in respect of the e~respondents and shall not be void or voidable by creditors of the ~e~e~respondents, nor shall it constitute or be deemed to be a transfer at undervalue, fraudulent preference, assignment, fraudulent conveyance or other reviewable transaction under the Bankruptcy and Insolvency Act 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. 14:9. THIS COURT HEREBY REQUESTS the aid and recognition of any court, tribunal, regulatory or administrative body, wherever located, to give effect to this Order and to assist the Receiver 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 Receiver, as an officer of this Court, as may be necessary or desirable to give effect to this Order or to assist the Receiver and its agents in carrying out the terms of this Order. -~ x :10. The Q,-~~-~~ PST-Petitioner or any other party have liberty to apply for such further or other directions or relief as may be necessary or desirable to give effect to this Order. 1x:11. The endorsement as to approval of form of this order by counsel for any party except the Petitioner is hereby waived. THE FOLLOWING PARTIES APPROVE THE FORM OF THIS ORDER AND CONSENT TO EACH OF THE ORDERS, IF ANY, THAT ARE INDICATED ABOVE AS BEING BY CONSENT: Legal'