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Core opinions • Incorporation and existence of each borrower and guarantor • Corporate power, capacity and authorization (by all necessary corporate action) of each borrower and guarantor to execute, deliver and perform its obligations under the transaction documents • Authorization, execution and delivery of the transaction documents • Enforceability of each transaction document against the borrower and guarantor in accordance with its terms • Creation and validity of the security granted in favour of the lender over the present and future assets of the borrower and guarantor 5
Core opinions (continued) • All registrations necessary to preserve the lender’s security have been made • Authorization and enforceability of any pledge and potential transfer of shares of the borrower or guarantor to the lender • Share capital of the borrower or guarantor, where the transaction includes a pledge of the shares of the borrower or guarantor to the lender • Perfection by control of security granted in favour of the lender in investment property under the Securities Transfer Act (Ontario) 6
Page 1 and 2: Ontario Opinions in Financing Trans
Page 3 and 4: Reliance and duty of care • Opini
Page 5: Due diligence and supporting materi
Page 9: Questions? 8

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