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The following terms have the meanings specified: "Bidco" means XXXXXXXXXX, a taxable Canadian corporation that was incorporated in XXXXXXXXXX and, a wholly owned subsidiary of Subco; "Circular" means the take-over bid Circular dated XXXXXXXXXX accompanying the Offer and forming part of the Offer; "Compulsory Acquisition" means the forced acquisition of Units of Dissenting Unitholders in accordance with section XXXXXXXXXX of the Declaration of Trust; "Declaration of Trust" means the declaration of trust governing the Fund dated XXXXXXXXXX, as amended and restated as of XXXXXXXXXX, and as amended from time to time; "Dissenting Unitholder" means a Unitholder who does not deposit his or her Units under an offer to purchase Units; "Fund Third Party Debt" means the amount owed by the Fund to third party lenders immediately before the proposed transaction as described in paragraph 8 below; "Fund" means XXXXXXXXXX an unincorporated, limited purpose trust established under the laws of the XXXXXXXXXX and its head office is located at XXXXXXXXXX; "GPCo" means XXXXXXXXXX, the general partner of the Partnership; "Lock-up Agreements" means the lock-up agreements each dated XXXXXXXXXX among Bidco, Subco and XXXXXXXXXX on the one hand, and among Bidco, Subco and XXXXXXXXXX on the other hand; "Newco" means the one or more taxable Canadian corporations that the Partnership will create and wholly-own, and through which it will operate its business, as referred to in paragraph 30(a); "Normal Growth Guidelines" means the Guidance Provided on "Normal Growth" for Income Trusts and Other Flow-Through Entities issued in a press release by the Department of Finance on December 15, 2006; "Note" means the demand non-interest bearing promissory note that will be issued by Bidco to the Fund as partial consideration for the sale of the Fund's assets as described in paragraph 28(d) below; XXXXXXXXXX; "Notice to Dissenting Unitholders" means the notice that may be given under section XXXXXXXXXX of the Declaration of Trust to Dissenting Unitholders by a person making an offer to purchase Units in order to force a Compulsory Acquisition; "Offer" means the offer dated XXXXXXXXXX made by Bidco (as amended by the Notice of Variation and Extension) to acquire all of the outstanding Units; "Parent" means XXXXXXXXXX, a taxable Canadian corporation that was incorporated under and governed by the XXXXXXXXXX; "Partnership Agreement" means the partnership agreement governing the Partnership dated XXXXXXXXXX, as amended and restated as of XXXXXXXXXX and as amended from time to time; "Partnership" means XXXXXXXXXX, a limited partnership established under the laws of the XXXXXXXXXX that is governed by the Partnership Agreement and the Partnership is presently, and will continue to be, a "Canadian partnership", within the meaning of that term in subsection 102(1), until it ceases to exist; "Residual Amount" means the amount equal to the difference between the face value of the Note and the amount of the capital gain made payable to Bidco as described in paragraph 28(e) below; "SIFT Partnership" means a "specified investment flow-through partnership" as that term is defined in subsection 197(1); "SIFT Trust" means a "specified investment flow-through trust" as that term is defined in subsection 122.1(1); "Special Resolution" means a resolution adopted by Unitholders at a special meeting of Unitholders and passed by the affirmative votes of the holders of at least XXXXXXXXXX% of the Units represented at such meeting or approved in writing by holders of at least XXXXXXXXXX % of the votes represented by the Units entitled to vote on such resolution; "Stock Exchange" means the XXXXXXXXXX; "Subco New Third Party Debt" means the debt that Subco has incurred by borrowing from third party lenders in order, inter alia, to fund the purchase of the Units under the Offer. ... XXXXXXXXXX Section Manager for Division Director International & Trusts Division Income Tax Rulings Directorate Legislative Policy and Regulatory Affairs Branch ...

In order to facilitate the proposed distribution described in Paragraph 24, DC will cause some or all of the real property described as XXXXXXXXXX to be severed in equal (XXXXXXXXXX %) interests. 17. ... DC will transfer its legal title (but not beneficial ownership) to the XXXXXXXXXX, a XXXXXXXXXX % severed interest in the XXXXXXXXXX, a XXXXXXXXXX% severed interest in the XXXXXXXXXX, a severed interest in XXXXXXXXXX (hereinafter referred to as the "Trusteed Real Property") to Bare Trusteeco. ...

(iv) Notwithstanding anything in the Plan to the contrary, for Tradable Options granted on or after XXXXXXXXXX, if a Canadian Participant's employment with all members of the Group is terminated by reason of death, disability or retirement (as approved by the Committee for Tradable Options granted on or after XXXXXXXXXX) prior to the end of the Option Period, the Tradable Option shall become XXXXXXXXXX % vested and non-forfeitable and shall expire on XXXXXXXXXX of the Option Period. (v) Notwithstanding anything in the Plan to the contrary, for Tradable Options granted on or after XXXXXXXXXX, if a Canadian Participant's employment with all members of the Group is terminated by reason of normal termination, and within XXXXXXXXXX days of such normal termination the Canadian Participant becomes disabled, the Tradable Options shall become XXXXXXXXXX % vested and non-forfeitable and shall expire on the last day of the Option Period. ...

All of the issued and outstanding shares in the capital of Canco are held by Holdco 1, Holdco 2 and Holdco 3 as follows: Shareholder Number of shares Redemption amount Voting % XXXXX Class A $XXXXX per share XXXXX% Holdco 1 preferred (redemption amount) (one vote per XXXXX Class B $XXXXX per share share) preferred (redemption amount) Holdco 2 XXXXX common- XXXXX% (one vote per share) Holdco 3 XXXXX common- XXXXX% (one vote per share) 4. ... A, who hold the following number of shares: Shareholder Number of shares Redemption amount Voting % XXXXX common XXXXX% Mr. ...

At that time, the applicable foreign currency exchange rate was US$1 = CDN$XXXXXXXXXX and the Canadian dollar equivalent of US$XXXXXXXXXX was CDN$XXXXXXXXXX; and (b) On XXXXXXXXXX, XXXXXXXXXX Co issued further Public Notes having an aggregate Principal Amount of US$XXXXXXXXXX. At that time, the applicable foreign currency exchange rate was US$1 = CDN$XXXXXXXXXX and the Canadian dollar equivalent of US$XXXXXXXXXX was CDN$XXXXXXXXXX. 9. ...

On XXXXXXXXXX, DC completed the sale of a XXXXXXXXXX% interest in the "XXXXXXXXXX " property located in the XXXXXXXXXX area to XXXXXXXXXX. for consideration consisting of XXXXXXXXXX common shares of XXXXXXXXXX. ... The fair market value, immediately before the transfer described in Paragraph 26 below, of each Participant's shares of the capital stock of Spinco will be equal to the amount determined by the formula: (A x B/C) + D as set out in subparagraph (b)(iii) of the definition "permitted exchange" in subsection 55(1). ...

(e) XXXXXXXXXX an inactive U.S. corporation incorporated under the laws of the State of XXXXXXXXXX owns XXXXXXXXXX % of the outstanding shares of XXXXXXXXXX. ... XXXXXXXXXX is a holding company and owns XXXXXXXXXX % of the issued and outstanding shares of XXXXXXXXXX is a U.S. corporation incorporated under the laws of the State of XXXXXXXXXX carries on the XXXXXXXXXX business in the U.S. for the Opco Group. 10. ...

XXXXXXXXXX The XXXXXXXXXX Partnership will be responsible for expenses related to the XXXXXXXXXX Services that form part of the XXXXXXXXXX Services budget (the "XXXXXXXXXX Expenses"), including any reimbursements (the "XXXXXXXXXX ") of amounts expended by the XXXXXXXXXX on account of the XXXXXXXXXX Fee (as described in Paragraph 38). ... Aco will agree to pay the XXXXXXXXXX Facilitator a Product Procurement Facilitation Fee equal to approximately XXXXXXXXXX % of the XXXXXXXXXX Expenses. ...

The authorized, issued and outstanding share capital of DC consists of: (a) XXXXXXXXXX Class A voting common shares (the "DC Class A Common Shares"), of which (I) XXXXXXXXXX shares are owned by a trust (the "Trust"); and (II) XXXXXXXXXX shares are owned by XXXXXXXXXX ("Individual A"); and (b) XXXXXXXXXX Class B non-voting, redeemable and XXXXXXXXXX % non-cumulative dividend preferred shares (the "DC Class B Preferred Shares") having an aggregate PUC and redemption amounts of $XXXXXXXXXX which are all owned by the Trust. ... Immediately after the share subscriptions described in paragraph 7 above and the share exchanges described in this paragraph, the FMV of each DC shareholder's shares of the capital stock of Newco will be equal to or approximate the amount determined by the formula, on the assumption that Individual A and the Trust are participants, DC is the distributing corporation and Newco is the acquiror, (A x B) + D C as found in subparagraph (b)(iii) of the definition of "permitted exchange" in subsection 55(1). ...

The issued and outstanding capital of Holdco2 consists of: (a) XXXXXXXXXX Class A non-voting, redeemable, retractable and XXXXXXXXXX % non-cumulative dividend preference shares (Holdco2 Class A Preference Shares") having a redemption and retraction amount of $XXXXXXXXXX each; and (b) XXXXXXXXXX common shares ("Holdco2 Common Shares"), all of which are owned by Individual A. ... The issued and outstanding capital of Subco1 consists of: (a) XXXXXXXXXX Class B voting, redeemable and XXXXXXXXXX % non-cumulative dividend special shares ("Subco1 Class B Special Shares") having a redemption amount equal to their issue price of $XXXXXXXXXX each; and (b) XXXXXXXXXX common shares ("Subco1 Common Shares"), all of which are owned by Holdco1. ...