2024 QCCS 402, 2024 QCCS 402

Séquestre de Centre d’hébergement et de soins de longue durée des Floralies-de-Lachine inc. 2024 QCCS 402 SUPERIOR COURT (Commercial Division) CANADA PROVINCE OF QUÉBEC DISTRICT OF MONTREAL No.: 500-11-062481-235 No: 41-2952566 DATE: February 8, 2024 ______________________________________________________________________ PRESIDING: THE HONOURABLE MICHEL A. PINSONNAULT, J.S.C. ______________________________________________________________________ IN THE MATTER OF THE RECEIVERSHIP OF: CENTRE D’HÉBERGEMENT ET DE SOINS DE LONGUE DURÉE DES FLORALIES-DE- LACHINE INC . Debtor -and- PRICEWATERHOUSECOOPERS INC.

Receiver/Trustee -and- THE TORONTO-DOMINION BANK -and- CIC CAPITAL CANADA INC. -and- GESTION SANTÉ ET VIE INC. (formerly VIVALTO CANADA INC.) Impleaded Parties N o : 500- 11-062483-231 N o : 41-2952565 IN THE MATTER OF THE RECEIVERSHIP OF: RÉSIDENCE FLORALIES LASALLE INC. Debtor -and- PRICEWATERHOUSECOOPERS INC. Receiver/Trustee -and- THE TORONTO-DOMINION BANK

-and- CIC CAPITAL CANADA INC. -and- GESTION SANTÉ ET VIE INC. (formerly VIVALTO CANADA INC.) Impleaded Parties N o : 500- 11-062480-237 N o : 41-2952563 IN THE MATTER OF THE RECEIVERSHIP OF: CENTRE D’HÉBERGEMENT ET DE SOINS DE LONGUE DURÉE DES FLORALIES- DE-LASALLE INC. Debtor -and- PRICEWATERHOUSECOOPERS INC. Receiver/Trustee -and- THE TORONTO-DOMINION BANK -and- CIC CAPITAL CANADA INC. -and- GESTION SANTÉ ET VIE INC. (formerly VIVALTO CANADA INC.) Impleaded Parties

N o : 500- 11-062482-233 N o : 41-2952564 IN THE MATTER OF THE RECEIVERSHIP OF: RÉSIDENCE FLORALIES LACHINE INC. Debtor -and- PRICEWATERHOUSECOOPERS INC.

Receiver/Trustee -and- THE TORONTO-DOMINION BANK -and- CIC CAPITAL CANADA INC. -and- GESTION SANTÉ ET VIE INC. (formerly VIVALTO CANADA INC.) Impleaded Parties ______________________________________________________________________ INTERIM DISTRIBUTION ORDER ______________________________________________________________________ [ 1 ] CONSIDERING the Application of the Receiver to for Authorization to Make an Interim Distribution and Ancillary Relief (the “Application” ), pursuant to sections 183 and 243 of the Bankruptcy & Insolvency Act ( RSC 1985 c B-3 ) (the “ BIA ” ); [ 2 ] CONSIDERING the Receiver’s report in dated February 1, 2024, and subsequent testimony in support of the Application; [ 3 ] CONSIDERING the service of the Application, and absence of contestation; [ 4 ] CONSIDERING the representations of the Receiver’s counsel and those of counsel for Revenu Québec ; [ 5 ] CONSIDERING that this Court issued the Ordonnance d’Approbation et the Dévolution on October 27, 2023, authorizing the Receiver to close the Transaction; [ 6 ] CONSIDERING the Transaction closed on December 22, 2023; [ 7 ] CONSIDERING the provisions of the BIA ; [ 8 ] CONSIDERING that it is appropriate to authorize the Receiver to make an interim distribution of $30,938,255 in the manner more fully detailed below; THE COURT HEREBY:

[ 9 ] GRANTS the Application.

Definitions [ 10 ] DECLARES that, unless otherwise defined, all capitalized terms in this Order shall have the meaning ascribed thereto in the Application. Service [ 11 ] DECLARES that sufficient prior notice of the presentation of the Application has been given by the Receiver. Interim Distribution [ 12 ] AUTHORIZES the Receiver to distribute an amount of $30,938,255 to Toronto Dominion Bank (“ TD ”) from the Collected Amount. [ 13 ] ORDERS that notwithstanding: (

a) the present Receivership Proceedings, and any order pursuant to such proceedings; and (

b) the provisions of any federal or provincial legislation; the distribution to occur in accordance with this Order is to be binding on any trustee in bankruptcy and shall not be void or voidable nor deemed to be a settlement, fraudulent preference, assignment, fraudulent conveyance, transfer at undervalue or other reviewable transactions under the BIA or any other applicable federal or provincial legislation, nor shall they give rise to an oppression or any other remedy. [ 14 ] ORDER and DECLARES that the distribution to be made pursuant to this Order shall not constitute a “distribution” and the Receiver shall not constitute a “legal representative”, “person” or “representative” of the Debtor given that the Receiver is only a distributing agent pursuant to this Order and the Receivership Order rendered by this Court on July 21, 2023, and the Receiver in making such payments is not “distributing”, nor shall be considered to “distribute” nor to have “distributed”, such funds and the Receiver shall not incur any liability in respect of it making any payments ordered or permitted hereunder, and is hereby forever released remised and discharged from any claims against it arising in respect of payments made pursuant to this Order and any claims of this nature are hereby forever barred. [ 15 ] DECLARES that no action lies against the Receiver by reason of this Order, or the performance of any act authorized by this Order, except with leave of the Court.

The entities related to the Receiver or belonging to the same group as the Receiver shall benefit from the protection arising under the present paragraph.

General [ 16 ] DECLARES that this Order shall have full force and effect in all provinces and territories in Canada. [ 17 ] DECLARES that the Receiver may, with or without notice, be authorized to apply to this Court, or any other court or administrative body, for directions concerning the exercise of their respective powers, duties and rights hereunder or in respect of the proper execution of this Order. [ 18 ] REQUESTS the aid and recognition of any court, tribunal, regulatory or administrative body having jurisdiction in Canada, in the United States of America or elsewhere, to give effect to this Order and to assist, the Receiver 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, to grant representative status to the Receiver in any foreign proceeding or to assist the Receiver in carrying out this Order. [ 19 ] ORDERS the provisional execution of this Order, notwithstanding any appeal and without the requirement to provide any security of provision for costs whatsoever. [ 20 ] THE WHOLE without costs. __________________________________ MICHEL A. PINSONNAULT, J.S.C. JP1736 M tre. Ilia Kravtsov M tre.

Jack M. Little (OSLER, HOSKIN & HARCOURT LLP)

Attorneys for the Receiver/Trustee PricewaterhouseCoopers Inc. Hearing date: February 8, 2024