CFLA 2016 Annual Conference Niagara Falls ON Whats

Table of Contents I. III. IV. Cases and Issues of Note Statutory Updates On

Vicarious Liability • Vicarious Liability Cap — Syndication • Lessor Liable to WCB for

Credit Reports • Liability for Inaccurate Report to Credit Bureaus • 30 Days to

Contract Content Problems • Security Designation Error in Contract is not Fatal • So

Cash Collateral • Security Deposits and the PPSA - More Confusion! • Cash Collateral

Registration Problems • Quebec Registry Errors Not Fatal • Failure to Register Lease •

CASL Breach • Deceptive Emailed Ad Content: Budget and Avis Vehicle Rental Prices

Guarantees • • Guarantee – Failure to Provide Information Guarantee Language Guarantee – Deficient

Enforcement Problems • RSLA – Deficient Notice • Judicially Enforced Sale: Enforcing Money Judgments

Statutory Updates • The New Code of Civil Procedure (“CCP”) in Quebec — New

On the Horizon • Ontario Pending Legislation Changes of Note • Quebec: Modernization of

(A) Jennifer E. Babe • Jennifer E. Babe, LSM, LL. M. , is a

(B) Michael E. Burke is a Partner in the Financial Services Group in the

For his extensive work in developing the Leasing Law and Leasing Documentation resource materials

(C) François Joubert was admitted to the Quebec Bar in 1987 after graduating from

(D) Brian Mac. Kay graduated from the University of British Columbia where he received

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CFLA 2016 Annual Conference – Niagara Falls, ON What’s New in Law for Lessors and Finance Companies? Presented by: Jennifer Babe, Miller Thomson LLP Michael E. Burke, Blake, Cassels & Graydon LLP Francois Joubert, Savoie Joubert Brian Mac. Kay, DLA Piper (Canada) LLP September 22, 2016

Table of Contents I. III. IV. Cases and Issues of Note Statutory Updates On the Horizon Presenters

I. CASES AND ISSUES OF NOTE

Vicarious Liability • Vicarious Liability Cap — Syndication • Lessor Liable to WCB for Vehicle Accident Claims - Losing the Battle but Winning the War!

Credit Reports • Liability for Inaccurate Report to Credit Bureaus • 30 Days to Respond to Requests on How Information Was Used and Disclosed • Opening a Joint Credit Account Was Not Sufficient Authorization to Obtain Credit Checks on the Account Holders

Contract Content Problems • Security Designation Error in Contract is not Fatal • So You Think You Have a Security Agreement? • Denial of Leasing Contract Rights • Consumer Protection Act Breaches

Cash Collateral • Security Deposits and the PPSA - More Confusion! • Cash Collateral in Quebec: Amendment of Civil Code of Quebec (“CCQ”) // Movable Hypothec (Security Interest) on Monetary Claim

Registration Problems • Quebec Registry Errors Not Fatal • Failure to Register Lease • Late PPSA Registration

CASL Breach • Deceptive Emailed Ad Content: Budget and Avis Vehicle Rental Prices

Guarantees • • Guarantee – Failure to Provide Information Guarantee Language Guarantee – Deficient Notice Saskatchewan’s Seize Only Regime – Use Guarantors and no Co-Buyers or Co-Lessee

Enforcement Problems • RSLA – Deficient Notice • Judicially Enforced Sale: Enforcing Money Judgments Without Having Privacy Consent to Needed Information • Mortgages — Increasing Interest Rate • How to Avoid Being Liable for Receivership Charges? – Dos and Don’ts

II. STATUTORY UPDATES

Statutory Updates • The New Code of Civil Procedure (“CCP”) in Quebec — New Legal Reflexes Required • CASL Update • Ontario’s Conflict of Laws Rules for Mobile Goods and Purchased Accounts/Chattel Paper - New Deemed Location Rule for Debtors

III. ON THE HORIZON

On the Horizon • Ontario Pending Legislation Changes of Note • Quebec: Modernization of the Consumer Protection Act

IV. PRESENTERS

(A) Jennifer E. Babe • Jennifer E. Babe, LSM, LL. M. , is a partner at Miller Thomson LLP in its Toronto office, practicing in the area of corporate-commercial law. Jennifer is a Regent of the American College of Commercial Finance Lawyers, the past chair of the Canadian Bar Association’s national business section, the past chair of the Commercial Law Strategy Committee of the Uniform Law Conference of Canada, has written Sale of a Business, in its 10 th edition, and coauthored Creditors' Remedies in Ontario, now in its 3 rd edition. • She received the Law Society Medal in 2016 from the Law Society of Upper Canada. She is listed in the 2016 issue of Lexpert’s US/Canada Cross-Border Guide – Corporate in Banking & Financial Institutions and in the 2008 to 2016 editions of the Lexpert Directory for the Leading 500 Lawyers in Canada in the Equipment Finance category. Ms. Babe is the editor of the Personal Property Security Law newsletter, "Imperfections", for the Ontario Bar Association and has spoken on the PPSA and other business topics at CBA, OBA, LSUC, Osgoode Hall, and other courses and meetings. • Jennifer presently serves on the Business Law Advisory Council to the Province of Ontario, chairing its commercial law working group, organizes two pro bono projects at Ryerson University to assist students with their legal issues, is a director of YMCA Canada, and remains a volunteer for YMCA of Greater Toronto.

(B) Michael E. Burke is a Partner in the Financial Services Group in the Toronto office of Blake, Cassels & Graydon LLP. His practice consists of transactional work (primarily in the securitization and asset-based lending/leasing areas) and of the establishment of wholesale and retail (consumer) lending/leasing programs for vehicle and equipment lessors, financiers and suppliers. He has also acted for a number of Canadian finance and insurance companies in establishing domestic and cross-border private securitization programs and bulk purchase programs. He has acted for borrowers/lessees and lenders/lessors in a variety of domestic and cross-border loan (e. g. , ABL term, equipment financing, acquisition financing and warehouse credit facilities, project finance, and private placement of bonds and notes) and lease transactions. Over the years, Michael has been recognized by his peers and clients as one of the top securitization, equipment leasing and finance lawyers in Canada. For 2015, he was named Best Lawyers’ 2015 Equipment Finance Law “Lawyer of the Year” in Toronto. Most recently, he has been named in the following publications: • • The Best Lawyers in Canada 2017 (in the areas of Equipment Finance Law, and Structured Finance Law) Chambers Canada: Canada's Leading Lawyers for Business 2016 (Banking & Finance: Securitisation - Band 1) Chambers Global: The World's Leading Lawyers for Business 2016 (Banking & Finance: Securitisation – Band 1) The Canadian Legal Lexpert Directory 2016 (in the areas of Asset Equipment Finance/Leasing, Asset Securitization, and Banking & Financial Institutions) Legal Media Group's Guide to the World's Leading Banking, Financial and Transactional Lawyers 2016 (Structured Finance and Securitisation) The 2015 Lexpert Guide to the Leading US/Canada Cross-Border Corporate Lawyers in Canada The Legal 500 Canada 2015 (Capital Markets)

For his extensive work in developing the Leasing Law and Leasing Documentation resource materials for Canadian Finance & Leasing Association’s (CFLA) Certified Education program, Michael was selected as one of CFLA’s “Members of the Year” in 2010. Michael was the first Canadian lawyer to be a member of the Legal Committee of the U. S. Equipment Leasing and Finance Association (ELFA) from 2010 to 2013. He is a current member of a number of ELFA’s Sub. Committees dealing with E-Commerce, Motor Vehicles, International, and Air, Marine and Rail. Michael is a member of CFLA’s Board of Directors. He is also a member of CFLA’s Legal Committee. He has had extensive dealings with governmental officials on behalf of CFLA on various issues relevant to CFLA and its members. He is the Chair of the Ontario Bar Association’s Personal Property Security Law Committee. Michael has written numerous articles and has spoken at numerous conferences on securitizations, equipment and consumer leasing, and secured transactions. Michael has been an Adjunct Professor at Osgoode Hall Law School, where he taught Commercial Law with emphasis on secured transactions. Michael holds a LL. B. from Osgoode Hall Law School and an M. B. A. from the Schulich School of Business.

(C) François Joubert was admitted to the Quebec Bar in 1987 after graduating from the University of Montreal. After working in a major firm in Montreal for several years, he left in 1994 to establish Savoie Joubert, firm that specializes in asset based financing. Over the years François’ availability and experience helped Savoie Joubert to develop a solid client base in this particular area of the law. The firm’s prime objective is to ensure that its clients benefit from personalized services with innovative and practical solutions. François was directly involved in several cases before the Quebec Court of Appeal that resulted in the recognition of expanded rights in favour of secured creditors in insurance claims. He also represents clients before several governmental institutions and notably was the CFLA representative at the Parliamentary Commission held on the new Quebec Consumer Protection Act. His principal fields of practice may be succinctly described as follows: • • • Taking of security at wholesale and retail; Foreclosing in commercial matters (both wholesale and retail) and in consumer related matters; Recovery work; Insurance claims; Acting for secured creditors in insolvency matters; General commercial litigation; Registration and discharge of various rights at the RDPRM and the Land Registry; Legal opinions on commercial and consumer matters; Drafting of contracts, security agreements and related legal forms; and Ensuring compliance of agreements with Federal and Provincial legislation

(D) Brian Mac. Kay graduated from the University of British Columbia where he received his Bachelor of Commerce and Bachelor of Law degrees and was called to the Bar in 1987. Brian has extensive experience in secured transactions, business acquisitions, real estate transactions and developments. His clients come from a wide variety of industries including automotive, ski and golf resorts, forestry, fishing, sports teams and arena development. His real estate knowledge includes subdivisions, land assemblies, condominium developments, air space parcels, provision of water, sewer and other utilities and co-operative housing projects. In addition, Brian has significant experience in public-private partnerships and general corporate/commercial matters, including asset and share purchase transactions and shareholder agreements. Brian has also had extensive involvement in resort development and participated in the creation of the Mountain Resort Associations Act as well as the creation of the first mountain resort association pursuant to that legislation. A significant portion of Brian's practice is commercial lending with respect to loans secured primarily by real property assets. Originally from Edmonton, Alberta, Brian has resided in the Vancouver area since 1970. Brian has participated in the following associations and activities: • • • Member, Canadian Bar Association (Real Property and Banking subsections) Member, Law Society of British Columbia Corporate Secretary, BC Lions Football Club Member, Urban Development Institute (UDI) Past director and officer of Children's Family House Society of B. C. (Ronald Mc. Donald House)