Proceedings

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Court File No. •

ONTARIO SUPERIOR COURT OF JUSTICE

[COMMERCIAL LIST]

IN THE MATTER OF

THE SECURITIES ACT

R.S.O. 1990, c. S.5, AS AMENDED

THE HONOURABLE
)
THURSDAY THE 18th DAY
)
MR. JUSTICE CUMMING
)
OF MAY , 2006

BETWEEN:

ONTARIO SECURITIES COMMISSION

Applicant

AND

THE JUNIPER FUND MANAGEMENT CORPORATION,

JUNIPER INCOME FUND and JUNIPER EQUITY GROWTH FUND

Respondents

 

ORDER

THIS APPLICATION, made by the Ontario Securities Commission (the "Commission") for an Order pursuant to Section 129 of the Securities Act, R.S.O. 1990, c.S.5 as amended (the "Act") appointing Grant Thornton Limited as Receiver (in such capacity, the "Receiver") without security, of all of the assets, undertakings and properties of The Juniper Fund Management Corporation ("JFMC"), Juniper Income Fund ("JIF") and Juniper Equity Growth Fund ("JEGF") (collectively, the "Juniper Group") was heard this day at 393 University Avenue, Toronto, Ontario.

ON READING the affidavit of Naomi Chak sworn May 17, 2006 and the Exhibits thereto, and on hearing the submissions of counsel for the Commission, and on reading the consent of Grant Thornton Limited to act as Receiver,

SERVICE

1. THIS COURT ORDERS AND DECLARES that this Application is properly made by the Commission without notice to any other party and is properly returnable today, and hereby dispenses with further service of the Notice of Application and Application Record.

APPOINTMENT

2. THIS COURT ORDERS that, pursuant to Section 129 of the Act, Grant Thornton Limited be and it is hereby appointed Receiver, without security, of all of the Juniper Group's current and future assets, undertakings and properties of every nature and kind whatsoever, and wherever situate including all proceeds thereof (collectively, the "Juniper Property") and any assets, undertakings and properties relating to the Juniper Group's business including, without limitation, that which is in the possession or under the control of the Juniper Group or any other Person (as defined herein) including cash, deposit instruments, securities or other property held in trust for any other person (collectively, the "Other Property"), such appointment to be for a period of 15 days from the date hereof, subject to further Order of the Court.

RECEIVER'S POWERS

3. THIS COURT ORDERS that the Receiver be and it is hereby empowered and authorized, but not obligated, to act at once in respect of the Juniper Property and the Other Property (collectively, the "Property") and, without in any way limiting the generality of the foregoing, the Receiver is hereby expressly empowered and authorized to do any of the following where the Receiver considers it necessary or desirable:

(a) to take possession and control of the Property and any and all proceeds, receipts and disbursements arising out of or from the Property;

(b) to receive and collect all monies, dividends or other amounts payable in respect of the Property;

(c) to receive, preserve, protect and maintain control of the Property, or any part or parts thereof, including, but not limited to, the changing of locks and security codes, the relocating of Property to safeguard it, the engaging of independent security personnel, the taking of physical inventories and the placement of such insurance coverage as may be necessary or desirable;

(d) to engage consultants, appraisers, agents, experts, auditors, accountants, managers, counsel and such other persons from time to time and on whatever basis, including on a temporary basis, to assist with the exercise of the powers and duties conferred by this Order;

(e) to engage such investment managers, fund managers, portfolio managers, hedge fund managers and other financial professionals from time to time and on whatever basis, including on a temporary basis, as may in the opinion of the Receiver be appropriate;

(f) to invest and/or reinvest the Property as the Receiver considers appropriate;

(g) to incur such obligations as are appropriate and/or advisable for the purpose of carrying out the mandate prescribed herein;

(h) to purchase or lease such machinery, equipment, inventories, supplies, premises or other assets to fulfill the Receiver's mandate hereunder;

(i) to receive and collect all monies and accounts now owed or hereafter owing to the Juniper Group (which term, for greater certainty, includes any of them) and to exercise all remedies of the Juniper Group in collecting such monies and accounts, including, without limitation, to enforce any security held by the Juniper Group;

(j) to settle, extend or compromise any indebtedness owing to the Juniper Group;

(k) to execute, assign, issue and endorse documents of whatever nature in respect of any of the Property, whether in the Receiver's name or in the name and on behalf of the Juniper Group, for any purpose pursuant to this Order;

(l) to undertake environmental or workers' health and safety assessments of the Property and operations of the Juniper Group;

(m) to initiate, prosecute and continue the prosecution of any and all proceedings and to defend all proceedings now pending or hereafter instituted with respect to the Juniper Group, the Property or the Receiver, and to settle or compromise any such proceedings. The authority hereby conveyed shall extend to such appeals or applications for judicial review in respect of any order of judgment pronounced in any such proceeding;

(n) without limiting the generality of the foregoing, to initiate such actions, applications and other proceedings as the Receiver considers appropriate;

(o) to report to, meet with and discuss with any party deemed necessary or advisable by the Receiver including, without limitation, any secured and unsecured creditors of the Juniper Group, persons holding units in JIF and/or JEGF (collectively, the "Unitholders"), any other stakeholder of the Juniper Group, and any of their advisors as the Receiver deems appropriate on all matters relating to the Property and the receivership, and to share and provide reasonable access to information and documentation, subject to such terms as to confidentiality as the Receiver deems advisable;

(p) without limiting the foregoing subparagraph (n), to report to, meet with and discuss with any regulatory bodies including provincial securities commissions, securities exchanges and investment industry governing bodies and their advisors as the Receiver deems appropriate on all matters relating to the Property and the receivership, and to share information, subject to such terms as to confidentiality as the Receiver deems advisable;

(q) without limiting the foregoing subparagraph (n), to arrange and participate in a meeting of the Unitholders;

(r) to register a copy of this Order and any other Orders in respect of the Property against title to any of the Property;

(s) to apply for any permits, licences, approvals or permissions as may be required by any governmental authority and any renewals thereof for and on behalf of and, if thought desirable by the Receiver, in the name of the Juniper Group;

(t) to enter into agreements with any trustee in bankruptcy appointed in respect of the Juniper Group, including, without limiting the generality of the foregoing, the ability to enter into occupation agreements for any property owned or leased by the Juniper Group and the power to lend money to or indemnify any such trustee borrowings or indemnity not to exceed $100,000 unless otherwise increased by this Court;

(u) to negotiate and enter into an extension of any real property lease where the Receiver considers it advisable to do so, on such terms as the Receiver considers appropriate;

(v) to repudiate any real property lease where the Receiver considers it advisable to do so;

(w) to repudiate leases in respect of equipment leased by the Juniper Group, and to return any such equipment to the lessors;

(x) to arrange for the liquidation of such equipment and property of the Juniper Group as the Receiver considers advisable;

(y) to exercise any shareholder, partnership, joint venture or other rights which the Juniper Group may have; and

(z) to take any steps reasonably incidental to the exercise of these powers,

and in each such case where the Receiver takes any such actions or steps, it shall be exclusively authorized and empowered to do so, to the exclusion of all other Persons, including the Juniper Group, and without interference from any other Person.

DUTY TO PROVIDE ACCESS AND CO-OPERATION TO THE RECEIVER

4. THIS COURT ORDERS that (i) the Juniper Group (ii) all of their current and former directors, officers, employees, agents, accountants, legal counsel and shareholders, and all other persons acting on its instruction or behalf, and (iii) all other individuals, firms, corporations, governmental bodies or agencies, or other entities having notice of this Order (all of the foregoing, collectively, being "Persons" and each being a "Person", which term, for greater certainty, includes Bank of Montreal, Royal Bank of Canada, National Bank of Canada, Canadian Imperial Bank of Commerce, National Bank Financial Limited, RBC Dominion Securities Inc., NBCN Inc., FundServ Inc., D-Tech Consulting and each of their respective affiliates) shall forthwith advise the Receiver of the existence of any Property in such Person's possession or control, shall grant immediate and continued access to the Property to the Receiver, shall provide the Receiver with account numbers and/or names under which Property may be hold by third parties, and shall deliver all such Property to the Receiver upon the Receiver's request, without charge to the Receiver.

5. THIS COURT ORDERS that the Receiver is hereby empowered and authorized, but not obligated, to take possession and control of any funds, securities or other assets held by any Person in the name of the Juniper Group, in any former names of the Juniper Group or by a third party for the benefit of the Juniper Group, or any stakeholders of the Juniper Group, including, without limitation, all amounts held in trust for any other person.

6. THIS COURT ORDERS that all Persons shall forthwith advise the Receiver of the existence of any books, documents, securities, contracts, orders, corporate and accounting records, and any other papers, records and information of any kind related to the business or affairs of the Juniper Group or the Property, and any computer programs, computer tapes, computer disks, or other data storage media containing any such information (the foregoing, collectively, the "Records") in that Person's possession or control, and shall provide to the Receiver or permit the Receiver to make, retain and take away copies thereof and grant to the Receiver access to and use of accounting, computer, software and physical facilities relating thereto, provided however that nothing in this paragraph 6 or in paragraph 7 of this Order shall require the delivery of Records, or the granting of access to Records, which may not be disclosed or provided to the Receiver due to the privilege attaching to solicitor-client communication or due to statutory provisions prohibiting such disclosure.

7. THIS COURT ORDERS that if any Records are stored or otherwise contained on a computer or other electronic system of information storage, whether by independent service provider or otherwise, all Persons in possession or control of such Records shall forthwith give unfettered access to the Receiver for the purpose of allowing the Receiver to recover and fully copy all of the information contained therein whether by way of printing the information onto paper or making copies of computer disks or such other manner of retrieving and copying the information as the Receiver in its discretion deems expedient, and shall not alter, erase or destroy any Records without the prior written consent of the Receiver. Further, for the purposes of this paragraph, all Persons shall provide the Receiver with all such assistance in gaining immediate access to the information in the Records as the Receiver may request including providing the Receiver with instruction on the use of any computer or other system and providing the Receiver with any and all access codes, account names and account numbers that may be required to gain access to the information.

8. THIS COURT ORDERS that Internet Service Providers and other Persons which provide e-mail, world wide web, file transfer protocol, Internet connection or other similar services to the Juniper Group and/or its present and former directors, officers, employees and agents shall deliver to the Receiver all documents, server files, archive files and any other information in any form in any way recording messages, e-mail correspondence or other information sent or received by such directors, officers, employees or agents in the course of their association with the Juniper Group.

NO PROCEEDINGS AGAINST THE RECEIVER

9. THIS COURT ORDERS that no proceeding or enforcement process in any court or tribunal (each, a "Proceeding"), shall be commenced or continued against the Receiver except with the written consent of the Receiver or with leave of this Court, on seven (7) days notice to the Receiver and the Service List.

NO PROCEEDINGS AGAINST THE JUNIPER GROUP OR THE PROPERTY

10. THIS COURT ORDERS that no Proceeding against or in respect of the Juniper Group or the Property shall be commenced or continued except with the written consent of the Receiver or with leave of this Court, on seven (7) days notice to the Receiver and the Service List, and any and all Proceedings currently under way against or in respect of the Juniper Group or the Property are hereby stayed and suspended pending further Order of this Court, provided that nothing herein shall prevent the commencement or continuation of any proceedings against the Juniper Group by the Commission, including, without limitation, the proceedings commenced by Notice of Hearing issued March 21, 2006 pursuant to Section 127 of the Act.

NO EXERCISE OF RIGHTS OR REMEDIES

11. THIS COURT ORDERS that all rights and remedies against the Juniper Group or affecting the Property, are hereby stayed and suspended except with the written consent of the Receiver of leave of this Court, on seven (7) days notice to the Receiver and the Service List, provided however that nothing in this paragraph shall (i) empower the Receiver or the Juniper Group to carry on any business which the Juniper Group is not lawfully entitled to carry on, (ii) exempt the Receiver or the Juniper Group from compliance with statutory or regulatory provisions relating to health, safety or the environment, (iii) prevent the filing of any registration to preserve or perfect a security interest or a claim for lien.

NO INTERFERENCE WITH THE RECEIVER

12. THIS COURT ORDERS that no Person shall discontinue, fail to honour, alter, interfere with, repudiate, terminate or cease to perform any right, renewal right, contract, arrangements, agreement, licence or permit in favour of or held by the Juniper Group, without written consent of the Receiver or leave of this Court, on seven (7) days notice to the Receiver and the Service List.

CONTINUATION OF SERVICES

13. THIS COURT ORDERS that all Persons having oral or written agreements with the Juniper Group or statutory or regulatory mandates for the supply of goods and/or services, including without limitation, all computer software, communication and other data services, centralized banking services, payroll services, insurance, transportation services, utility or other services to the Juniper Group are hereby restrained until further Order of this Court from discontinuing, altering, interfering with or terminating the supply of such goods or services as may be required by the Receiver, and that the Receiver shall be entitled to the continued use of the Juniper Group's current telephone numbers, facsimile numbers, internet addresses and domain names, provided in each case that the normal prices or charges for all such goods or services received after the date of this Order are paid by the Receiver in accordance with the normal payment practices of the Juniper Group or such other practices as may be agreed upon by the supplier or service provider and the Receiver, or as may be ordered by this Court.

RECEIVER TO HOLD FUNDS

14. THIS COURT ORDERS that all funds, monies, cheques, instruments, and other forms of payments received or collected by the Receiver from and after the making of this Order from any source whatsoever including, without limitation, the sale of all or any of the Juniper Property and the collection of any accounts receivable in whole or in part, whether in existence on the date of this Order or hereafter coming into existence, shall be deposited into one or more new accounts to be opened by the Receiver (the "Post Receivership Accounts") and the monies standing to the credit of such Post Receivership Accounts from time to time, net of any disbursements provided for herein, shall be held by the Receiver to be paid in accordance with the terms of this Order or any further Order of this Court.

EMPLOYEES

15. THIS COURT ORDERS that the employment of each employee of the Juniper Group is hereby terminated. The Receiver shall not be liable for any employee-related liabilities, including wages, severance pay, termination pay, vacation pay, and pension or benefit amounts, other than such amounts as the Receiver may specifically agree in writing to pay, or such amounts as may be determined in a Proceeding before a court or tribunal of competent jurisdiction, provided that, pursuant to subsection 14.06(1.2) of the BIA, the Receiver shall not be liable for any amount that is or could be due to an employee by the Juniper Group including, without limitation, any amount calculated by reference to any period of employment, service or seniority that precedes the date of this Order. For greater certainty, nothing in this Order shall derogate from the protections afforded the Receiver by Section 14.06 of the BIA.

16. THIS COURT ORDERS that, pursuant to clause (7)(3)(c) of the Canada Personal Information Protection and Electronic Documents Act, the Receiver is authorized to disclose personal information of identifiable individuals to any party to the extent desirable or required to carry out the provisions of this Order. Each person to whom such personal information is disclosed shall maintain and protect the privacy of such information and limit the use of such information to a manner which is in all material respects identical to the prior use of such information by the Juniper Group, and shall return all such information to the Receiver promptly upon the Receiver's request, or ensure that all other personal information is destroyed.

LIMITATION ON ENVIRONMENTAL LIABILITIES

17. THIS COURT ORDERS that nothing herein contained shall require the Receiver to occupy or to take control, care, charge, possession or management (separately and/or collectively, "Possession") of any of the Property that might be environmentally contaminated, might be a pollutant or a contaminant, or might cause or contribute to a spill, discharge, release or deposit of a substance contrary to any federal, provincial or other law respecting the protection, conservation, enhancement, remediation or rehabilitation of the environment or relating to the disposal of waste or other contamination including, without limitation, the Canadian Environmental Protection Act, the Ontario Environmental Protection Act, the Ontario Water Resources Act, or the Ontario Occupational Health and Safety Act and regulations thereunder (the "Environmental Legislation"), provided however that the Receiver shall promptly advise the Ministry of the Environmental of any obvious or known environmental condition existing on or in any of the Property in accordance with the applicable Environmental Legislation. The Receiver shall not, as a result of this Order or anything done in pursuance of the Receiver's duties and powers under this Order, be deemed to be in Possession of any of the Property within the meaning of any Environmental Legislation, unless it in fact takes possession.

LIMITATION ON THE RECEIVER'S LIABILITY

18. THIS COURT ORDERS that the Receiver shall incur no liability or obligation as a result of its appointment or the carrying out of the provisions of this Order, save and except for any gross negligence or wilful misconduct on its part.

RECEIVER'S ACCOUNTS

19. THIS COURT ORDERS that any expenditure or liability which shall properly be made or incurred by the Receiver, including the fees and disbursements of the Receiver, its agents and the fees and disbursement of its legal counsel, shall be allowed to it in passing its accounts and shall form a first charge on the Property in priority to all security interests, trusts, liens, charges and encumbrances, statutory or otherwise, in favour of any Person (the "Receiver's Charge").

20. THIS COURT ORDERS the Receiver and its legal counsel shall pass its accounts from time to time, and for this purpose the accounts of the Receiver and their legal counsel are referred to a judge of the Commercial List of the Ontario Superior Court of Justice.

21. THIS COURT ORDERS that, prior to the passing of its accounts, the Receiver shall be at liberty from time to time to apply reasonable amounts, out of the monies in its hands, against its fees and disbursements, including legal fees and disbursements, incurred at the normal rates and charges of the Receiver or its counsel, and such amounts shall constitute advances against its remuneration and disbursements when and as approved by this Court.

FUNDING OF THE RECEIVERSHIP

22. THIS COURT ORDERS that the Receiver be at liberty and it is hereby empowered to borrow by way of a revolving credit or otherwise, such monies from time to time as it may consider necessary or desirable, provided that the outstanding principal amount does not exceed $250,000 (or such greater amount as this Court may be further Order authorize) at any time, at such rate or rates of interest as it deems advisable for such period or periods of time as it may arrange, for the purpose of funding the exercise of the powers and duties conferred upon the Receiver by this Order, including interim expenditures. The whole of the Property shall be and is hereby charged by way of a fixed and specific charge (the "Receiver's Borrowings Charge") as security for the payment of the monies borrowed, together with interest and charges thereon, in priority to all security interests, trusts, liens, charges and encumbrances, statutory or otherwise, in favour of any Person, but subordinate in priority to the Receiver's Charge.

23. THIS COURT ORDERS that neither the Receiver's Borrowings Charge nor any other security granted by the Receiver in connection with its borrowings under this Order shall be enforced without leave of this Court.

24. THIS COURT ORDERS that the Receiver may at any time apply for its discharge as Receiver in the event that the Property is not, in the opinion of the Receiver, likely to be sufficient to indemnify the Receiver for its remuneration, costs, expenses and liabilities.

25. THIS COURT ORDERS that that Receiver is at liberty and authorized to issue certificates substantially in the form annexed as Schedule "A" hereto (the "Receiver's Certificates") for any amount borrowed by it pursuant to this Order.

26. THIS COURT ORDERS that the monies from time to time borrowed by the Receiver pursuant to this Order or any further order of this Court and any and all Receiver's Certificates evidencing the same or any part thereof shall rank on a pari passu basis.

SERVICE

27. THIS COURT ORDERS that the Receiver is at liberty to serve notice of its appointment as Receiver by placing advertisements regarding such appointment substantially in the form attached hereto as Schedule "B" in at least one (1) Canadian daily newspaper with national distribution, and such advertisement shall constitute effective notice of the appointment of the Receiver and all Persons shall be deemed to have received notice of the appointment.

28. THIS COURT ORDERS that, except as otherwise specified herein, the Receiver is at liberty to serve any notice, form or other document in connection with these proceedings by forwarding copies by prepaid ordinary mail, courier, personal delivery or electronic transmission to Persons or other appropriate parties at their respective addresses or other contact particulars as last indicated in the records of the Juniper Group and that any such service shall be deemed to be received on the date of delivery if by personal delivery or electronic transmission, on the following business day if delivered by courier, or three business days after mailing if by ordinary mail.

29. THIS COURT ORDERS that the Receiver may serve any court materials in these proceedings (including, without limitation, application records, motion records, facta and orders) on all parties electronically, by e-mailing a PDF or other electronic copy of such materials (other than any book of authorities) to any such party's e-mail address as recorded on the service list, and posting a copy of the materials to an internet website to be hosted by the Receiver (or such other person as may be designated by the Receiver) (the "Website") as soon as practicable thereafter, provided that the Receiver shall deliver hard copies of such materials to any party requesting same as soon as practicable thereafter.

30. THIS COURT ORDERS that any party in these proceedings (other than the Juniper Group) may serve any court materials (including, without limitation, application records, motion records, facta and orders) on all other parties electronically, by emailing a PDF or other electronic copy of all materials (other than any book of authorities) to any such other party's e-mail address as recorded on the service list; provided that such party shall deliver both PDF or other electronic copies and hard copies of full materials to counsel to the Receiver and to any other party requesting same and the Receiver shall cause a copy to be posted to the Website, all as soon as practicable thereafter.

31. THIS COURT ORDERS that, unless otherwise provided herein or ordered by this Court, no document, order or other material need be served on any Person in respect of these proceedings unless such Person has served a Notice of Appearance on the solicitors for the Receiver and has filed such notice with this Court.

GENERAL

32. THIS COURT ORDERS that the Receiver may from time to time apply to this Court for advice and directions in the discharge of its powers and duties hereunder.

33. THIS COURT ORDERS that the Receiver shall be entitled to make an assignment in bankruptcy on behalf of the Juniper Group (which term, for greater certainty, includes any member thereof), with leave of the Court first being obtained.

34. THIS COURT ORDERS that the Receiver shall be authorized to file an Application for a Bankruptcy Order in respect of the Juniper Group (which term, for greater certainty, includes any member thereof) (the "Bankruptcy Application"), provided that the Receiver shall not take any further step in the Bankruptcy Application without further Order of the Court.

35. THIS COURT ORDERS that nothing in this Order shall prevent the Receiver from acting as a trustee in bankruptcy of the Juniper Group, with leave of the Court first being obtained.

36. 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 or elsewhere 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.

37. THIS COURT ORDERS that the Receiver be at liberty and is hereby authorized and empowered to apply to any court, tribunal, regulatory or administrative body, wherever locate, for the recognition of this Order and for assistance in carrying out the terms of this Order.

38. THIS COURT ORDERS that any interested party may apply to this Court to vary or amend this Order on not less than seven (7) days' notice to the Receiver and to any other party likely to be affected by the order sought or upon such other notice, if any, as this Court may order.

39. THIS COURT ORDERS that the Receiver shall be authorized to retain Morgan Meighen & Associates ("Morgan") on such terms as the Receiver considers appropriate, to provide the Receiver with advice regarding the investment strategy, the investment and reinvestment of the Property and the ongoing management of JIF and JEGF (together, the "Funds").

40. THIS COURT ORDERS that the Receiver shall be entitled to rely on the advice of Morgan in investing and reinvesting the Property. For greater certainty, and without limiting the foregoing, the Receiver shall not be required to act on any such advice.

41. THIS COURT ORDERS AND DIRECTS Roy Brown a.k.a. Roy-Brown Rodrigues ("Brown") to attend an examination under oath by the Receiver, at a time and place prescribed by the Receiver in a Notice of Examination to be served on Brown in accordance with the Ontario Rules of Civil Procedure, regarding Roy Brown's knowledge of the business and affairs of the Juniper Group, including, without limitation, with respect to bank and/or brokerage accounts, the movement of funds and other Property, and the Funds.

42. THIS COURT ORDERS that, without limiting the foregoing, Brown be and he is hereby directed to immediately advise the Receiver as to the existence and location of any Property, and Brown is hereby directed to immediately deliver any such Property to the Receiver upon the Receiver's request.

43. THIS COURT ORDERS that the Receiver be and it is hereby authorized to retain the law firm of Thornton Grout Finnigan LLP as the Receiver's counsel.

_________________________

 

SCHEDULE "A"

RECEIVER'S CERTIFICATE

CERTIFICATE NO. _________________________
AMOUNT $ _________________________

1. THIS IS TO CERTIFY that •, the Receiver (the "Receiver") of all of the assets, undertakings and properties of The Juniper Fund Management Corporation, Juniper Income Fund and Juniper Equity Growth Fund appointed by Order of the Ontario Superior Court of Justice (the "Court") dated the • day of May, 2006 (the "Order") made in an action having Court File Number 06-CL-•, has received from the holder of this certificate (the "Lender") the principal sum of $•, being part of the total principal sum of $• which the Receiver is authorized to borrow under and pursuant to the Order.

2. The principal sum evidenced by this certificate is payable on demand by the Lender with interest thereon calculated [monthly not in advance on the • day of each month] after the date hereof at a notional rate per annum equal to the rate of • per cent above the prime commercial lending rate of Bank of • from time to time.

3. Such principal sum with interest thereon is, by the terms of the Order, together with the principal sums and interest thereon of all other certificates issued by the Receiver pursuant to the Order or to any further order of the Court, a charge upon the whole of the Property (as defined in the Order), in priority to the security interests of any other person, but subject to the priority of the charges set out in the Order, and the right of the Receiver to indemnify itself out of such Property in respect of its remuneration and expenses.

4. All sums payable in respect of principal and interest under this certificate are payable at the main office of the Lender at Toronto, Ontario.

5. Until all liability in respect of this certificate has been terminated, no certificates creating charges ranking or purporting to rank in priority to this certificate shall be issued by the Receiver to any person other than the holder of this certificate without the prior written consent of the holder of this certificate.

6. The charge securing this certificate shall operate so as to permit the Receiver to deal with the Property (as defined in the Order) as authorized by the Order and as authorized by any further or other order of the Court.

7. The Receiver does not undertake, and it is not under any personal liability, to pay any sum in respect of which it may issue certificates under the terms of the Order.

DATED the • day of •, 2006.

•, solely in its capacity as Receiver of the Property (as defined in the Order), and not in its personal capacity
 
Per: _________________________
Name:
Title:

 

SCHEDULE "B"

NOTICE

in respect of

THE JUNIPER FUND MANAGEMENT CORPORATION,

JUNIPER INCOME FUND and JUNIPER EQUITY GROWTH FUND (collectively, the "Juniper Group")

Please be advised that pursuant to the Order of the Honourable Mr. Justice ( of the Ontario Superior Court of Justice (Commercial List) dated May 18, 2006 in Court File No. ( (the "Order"), Grant Thornton Limited has been appointed as Receiver (the "Receiver") of all of the Juniper Group's assets, undertakings and properties. The appointment of the Receiver was made under Section 129 of the Ontario Securities Act.

A copy of the Order and other information regarding the Receiver's appointment are available online at www.•.