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At the time of the Proposed Transactions, the only issued and outstanding shares of DC will be as follows: Shareholder # of Share Class of Shares PUC ACB Sibling1 XXXXXX Common XXXXXX XXXXXX Sibling1 XXXXXX Class ‘C’ Preference XXXXXX XXXXXX Sibling2 XXXXXX Common XXXXXX XXXXXX Sibling2 XXXXXX Class ‘C’ Preference XXXXXX XXXXXX 5. ... Any adjustment to the amount of cash consideration transferred that is necessary to ensure that a pro rata portion is transferred shall be made within 45 days of the transfer, (b) its pro rata portion of all of DC's limited partnership units, rounded to the nearest whole unit, and (c) a pro rata undivided co-ownership interest in each of DC's properties, other than such property listed in Paragraphs 14(a) and 14(b), including, but not limited to, the Commercial Properties (including any land, buildings and equipment associated with such Commercial Properties), such that immediately following such property transfer, the aggregate net FMV of each type of property of DC transferred to TC will be equal to or approximate the proportion determined by the formula: A x B / C where: A. is the net FMV (determined as described above) immediately before the transfer, of all property of that type owned at that time by DC; B. is the FMV, immediately before the transfer, of all the shares of the capital stock of DC owned, at that time, by TC; and C. is the FMV, immediately before the transfer, of all the issued and outstanding shares of the capital stock of DC. ...

Foreign PubCo is widely held, and, to the best of Foreign PubCo's knowledge, at XXXXXXXXXX, the only shareholder owning more than XXXXXXXXXX% of the ordinary shares of Foreign PubCo is Shareholder A – XXXXXXXXXX%. 7. ... The aggregate FMV, immediately before the transfer of property by DC to TC described in Paragraph 92, of the common shares of Foreign SpinCo owned by ForCo 2 will be equal to or approximate the amount determined by the formula, on the assumption that ForCo 2 is the participant, DC is the distributing corporation and Foreign SpinCo is the acquiror, (A × B/C) + D as found in subparagraph (b)(iii) of the definition of "permitted exchange" in subsection 55(1). 88. ...

This loan bears interest at a rate of Canadian prime + XXXXXXXXXX% and has been interest bearing since it was created in XXXXXXXXXX. ... The aggregate FMV, immediately before the Canadian DC Transfer, of the Foreign SpincoSub common shares owned by Forco 1 will be equal to or approximate the amount determined by the following formula: (A × B/C) + D as found in subparagraph (b)(iii) of the definition of “permitted exchange” in subsection 55(1) on the assumption that Forco 1 is the participant, Canadian DC is the distributing corporation and Foreign SpincoSub is the acquiror. ...

Yours truly, XXXXXXXXXX For Director International & Trusts Division Income Tax Rulings Directorate Legislative Policy and Regulatory Affairs Branch ...

It is estimated that XXXXXXXXXX% of users at Existing Facilities (other than Centre 4) drive themselves, with the remaining XXXXXXXXXX % either walking or relying on public transit. 9. ...

DEFINITIONS In this letter, the following terms are defined as follows: (a) "A Co" means XXXXXXXXXX; (b) "A Co Shareholder" means a beneficial owner of one or more A Co common shares but does not include a XXXXXXXXXX; (c) XXXXXXXXXX; (d) "ACB" means adjusted cost base and has the meaning assigned by section 54 of the Act; (e) "AcquisitionCo" means XXXXXXXXXX, a Taxable Canadian Corporation incorporated under the XXXXXXXXXX, all of the shares of which are held by LP; (f) "Additional Interest" will be payable annually by the Debtor and will be equal to the lesser of a specific percentage amount of the outstanding principal amount of the Debt, currently estimated to be XXXXXXXXXX% per annum (being an amount intended to increase the effective interest rate on the Debt to the prevailing market rate of interest for comparable debt), and an amount equal to the taxable income of the Debtor minus $XXXXXXXXXX calculated without regard to the Additional Interest component; (g) XXXXXXXXXX; (h) "Base Interest" means interest at a fixed rate, currently estimated to be XXXXXXXXXX% per annum, of the outstanding principal amount of the Debt that will be payable annually by the Debtor; (i) "Combination" means the proposed combination into one corporation, (XXXXXXXXXX) of all assets and liabilities of AcquisitionCo, A Co, the XXXXXXXXXX and the subsidiaries by way of the amalgamation of such corporations under subsection 87(1) of the Act; (j) "CombinationCo" means the corporation that will be created as a result of the amalgamation of AcquisitionCo, A Co, the XXXXXXXXXX and the subsidiaries; (k) "CRA" means the Canada Revenue Agency; (l) "Debt" means the debt to be issued by AcquisitionCo to LP as outlined in the Proposed Transactions, the terms and conditions of which will include interest at a maximum rate, currently estimated to be XXXXXXXXXX% per annum, payable annually and comprised of (i) Base Interest, and (ii) Additional Interest; with any Interest that has become payable but has not been paid within a specified period of time being added to the principal amount of the Debt then outstanding; (m) "Debtor" means the debtor under the Debt, which initially will be AcquisitionCo and as more fully outlined under the Proposed Transactions, will be CombinationCo when certain corporations are amalgamated with AcquisitionCo; (n) "FMV" means fair market value; (o) "GAAR" means the general anti-avoidance rule under section 245 of the Act; (p) "GPCo" means a Taxable Canadian Corporation incorporated under the XXXXXXXXXX to function as administrator of the MFT and the Trust, the general partner of LP, and whose share capital is wholly-owned by the MFT; (q) "XXXXXXXXXX" means a Taxable Canadian Corporation incorporated under the XXXXXXXXXX, all or substantially all of the assets of which will be common shares of XXXXXXXXXX; (r) "XXXXXXXXXX" means a person that beneficially owns one or more XXXXXXXXXX; (s) "XXXXXXXXXX" means shares in the capital of XXXXXXXXXX; (t) "Indenture" means the declaration of trust to be made by the trustee of the Trust to, among other things, hold in trust any and all property of the Trust and any income and gains therefrom for the benefit of the beneficiary of the Trust; (u) "Interest" means the interest payable in respect of the principal amount owing under the Debt from time to time, comprised of the Base Interest plus the Additional Interest; (v) "LP" means a limited partnership formed under the XXXXXXXXXX pursuant to the LP Agreement; (w) "LP Agreement" means the written partnership agreement entered into between GPCo, as general partner, and the Trust as limited partner of the LP; (x) "LP Unit" means an interest in the LP's capital issued pursuant to the terms of the LP Agreement; (y) "mutual fund trust" has the meaning assigned by subsection 132(6); (z) "MFT" means a mutual fund trust created and governed under the laws of the Province of XXXXXXXXXX and formed pursuant to the MFT Indenture; (aa) "MFT Indenture" means the declaration of trust made by the trustee of MFT to, among others, hold in trust any and all property of the MFT and any income and gains therefrom, for the benefit of the MFT Unitholders; (bb) "MFT Unitholder" means a holder of a MFT Unit; (cc) "MFT Unit" means a trust unit of MFT, each such unit representing an equal fractional undivided beneficial interest in any distributions from the MFT and in any net assets of the MFT in the event of termination of the MFT; (dd) "XXXXXXXXXX Partnership" means a partnership formed under the XXXXXXXXXX pursuant to a written partnership agreement having a PartnerCo and one or more subsidiaries as its only partners; (ee) "Option" means an option to acquire an A Co common share pursuant to an agreement as contemplated under subsection 7(1) of the Act; (ff) "PartnerCos" means those Taxable Canadian Corporations, each of which is wholly-owned indirectly by MFT, that hold an interest in one or more of the XXXXXXXXXX Partnerships and that will remain as separate corporations holding such direct interest in one or more of the XXXXXXXXXX Partnerships after the Combination; (gg) "Proposed Transactions" means those transactions and events described in paragraphs 13 to 17; (hh) "Public Corporation" has the meaning assigned by subsection 89(1) of the Act; (ii) "XXXXXXXXXX " means those Taxable Canadian Corporations formed under the XXXXXXXXXX that are either wholly-owned by A Co or another subsidiary; (jj) "Taxable Canadian Corporation" has the meaning assigned by subsection 89(1) of the Act; (kk) "Trust" means an inter vivos trust for purposes of the Act, to be created and governed under the laws of the Province of XXXXXXXXXX, the sole beneficiary of which will be the MFT; (ll) "Trust Note" means a promissory note evidencing a debt obligation issued by the trustee of Trust in accordance with the Trust Indenture; and (mm) XXXXXXXXXX. ...

The relevant facts regarding the US Group's business carried on in the US as of, or in respect of, the US Group's financial years ending XXXXXXXXXX, are as follows: * XXXXXXXXXX. ...

Yours truly, XXXXXXXXXX For Director International Division Income Tax Rulings Directorate Legislative Policy & Regulatory Affairs Branch ...

Pursuant to the Plan, the Interest on Notes A and Notes C is computed daily on the basis of the Bank of Canada average XXXXXXXXXX month BA rate, while the Interest on Notes B is computed daily on the basis of the Bank of Canada average XXXXXXXXXX month BA rate + XXXXXXXXXX%. 18. ...

Yours truly, XXXXXXXXXX For Director International Division Income Tax Rulings Directorate Legislative Policy & Regulatory Affairs Branch ...