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DEFINITIONS Non-Statutory Terms In this letter unless otherwise expressly stated: (a)"XXXXXXXXXX" means the Business Corporations Act, XXXXXXXXXX as amended; (b)"Applicants" means XXXXXXXXXX; (c)"Class XXXXXXXXXX Shares" means the authorized Class XXXXXXXXXX voting, fully participating, common shares of XXXXXXXXXX; (d)"Class XXXXXXXXXX Shares" means the authorized Class XXXXXXXXXX voting, non-cumulative, redeemable, retractable preferred shares of XXXXXXXXXX; (e)"Class XXXXXXXXXX Shares" means the authorized Class XXXXXXXXXX voting, non-cumulative, redeemable, retractable preferred shares of XXXXXXXXXX; (f)"Class XXXXXXXXXX Shares" means the authorized Class XXXXXXXXXX voting, non-cumulative, preferred shares of XXXXXXXXXX with a limited participation entitlement on liquidation; (g)"Class XXXXXXXXXX Shares" means the authorized Class XXXXXXXXXX voting, non-cumulative, preferred shares of XXXXXXXXXX with a limited participation entitlement on liquidation; (h)"Estate" means the testamentary trust for the estate of the late XXXXXXXXXX; (i)"Exchange" has the meaning assigned in Paragraph 28; (j) XXXXXXXXXX; (k)"XXXXXXXXXX" means XXXXXXXXXX who is the trustee for the testamentary trust for the estate of the late XXXXXXXXXX; (l)" XXXXXXXXXX " has the meaning assigned in Paragraph 29; (m) XXXXXXXXXX; (n)"Newco" means the new XXXXXXXXXX corporation described in paragraph 26; (o)"New Common Shares" has the meaning assigned in Paragraph 28; (p)"New Preferred Shares" has the meaning assigned in Paragraph 28; (q)"Newco Common Shares" has the meaning assigned in Paragraph 27; (r)"Newco Preferred Shares" has the meaning assigned in Paragraph 27; (s)"Newco Reorganization Shares" has the meaning assigned in Paragraph 27; (t)"Newco Redemption Amount" has the meaning assigned in Paragraph 36; (u)"Reorganization Shares" has the meaning assigned in Paragraph 28; (v) XXXXXXXXXX; (w)"XXXXXXXXXX Shares" has the meaning assigned in Paragraph 10; (x) XXXXXXXXXX; (y)"Trust" means the XXXXXXXXXX. ...

The authorized capital of TC will consist of one class of an unlimited number of Class A common shares (the "TC Class A Common shares"); one class of an unlimited number of Class B common shares (the "TC Class B Common shares"); one class of an unlimited number of Class C preferred shares (the "TC Class C Shares"); one class of an unlimited number of Class D preferred shares (the "TC Class D Shares"); one class of an unlimited number of Class E preferred shares (the "TC Class E Shares"); one class of an unlimited number of Class F preferred shares (the "TC Class F Shares"); one class of an unlimited number of Class G preferred shares (the "TC Class G Shares") and one class of an unlimited number of Class H preferred shares (the "TC Class H Shares"), which will include the following attributes: (a) the TC Class A and Class B Common Shares will be fully participating and voting; (b) the TC Class C Shares will be voting; (c) the TC Class C, Class D, Class E, Class F, Class G and Class H Shares will be non-participating; (d) the TC Class C, Class D, Class E and Class F Shares will be redeemable and retractable, subject to applicable law, at any time for an amount equal to the amount determined by dividing the aggregate FMV of the property received by the corporation on the issuance of the TC Class C, Class D, Class E or Class F Shares, as the case may be, less the aggregate FMV of any non-share consideration issued or liabilities assumed by the corporation, by the number of the TC Class C, Class D, Class E or Class F Shares issued, as the case may be (the "TC Class C Redemption Amount", the "TC Class D Redemption Amount", the "TC Class E Redemption Amount" and the "TC Class F Redemption Amount"); (e) each TC Class D Share will be entitled to a preferential and non-cumulative annual dividend, at the discretion of the directors of the corporation, but not to exceed XXXXXXXXXX % per annum of the TC Class D Redemption Amount. ...

Expressed in terms of a percentage of equity in Subco3, Opco2's shares currently represent approximately XXXXXXXXXX % of the Subco3 equity (votes, participation rights and value) and the Investors' shares represent approximately XXXXXXXXXX%. ...

Subject to the application of the provisions of subsection 26(5) of the ITAR, and to the application of subsection 69(11) and for the application of paragraph 88(2.2)(b), which applies for the purposes stated in the preamble to subsection 88(2.2), subsection 85(1) will apply to the transfer of each eligible property owned by DC to the particular Property Transferee, as described in paragraphs 19 & 20 above, provided each Particular Transferee and DC file a valid election in respect of such transfer, as described in paragraph 21 above, such that the agreed amount in respect of each such transfer shall be deemed to be the proceeds of disposition thereof to DC and the cost thereof to each such Property Transferee pursuant to paragraph 85(1)(a). ...

.), c.1 as amended to the date hereof, and unless otherwise stated, every reference herein to a part, section, subsection, paragraph or subparagraph is a reference to the relevant provisions of the Act; (b) "adjusted cost base" has the meaning assigned by section 54 and subsection 248(1); (b) "agreed amount" in respect of a property means the amount that the transferor and transferee of the property have agreed upon in their election under subsection 85(1) in respect of the property; (d) "BCA-XXXXXXXXXX " means Business Corporations Act of XXXXXXXXXX; (e) "CBCA" means Canada Business Corporations Act; (f) "CCRA" means, on or after November 1, 1999, the Canada Customs and Revenue Agency, and before November 1, 1999, Revenue Canada, Taxation; (g) "Canadian-controlled private corporation" has the meaning assigned by subsection 125(7); (h) "capital dividend account" has the meaning assigned by subsection 89(1); (i) "capital property" has the meaning assigned by section 54; (j) "distribution" has the meaning assigned by subsection 55(1); (k) "dividend rental arrangement" has the meaning assigned by subsection 248(1); (l) "eligible property" has the meaning assigned by subsection 85(1.1); (m) "guarantee agreement" has the meaning assigned by subsection 112(2.2); (n) "forgiven amount" has the meaning assigned by subsections 80(1) and 80.01(1); (o) "ITAR" means the Income Tax Application Rules; (p) "paid-up capital" has the meaning assigned by subsection 89(1); (q) "Paragraph" means a numbered paragraph in this letter; (r) "pre-1972 CSOH" means "pre-1972 capital surplus on hand" which has the meaning assigned by subsection 88(2.1); (s) "private corporation" has the meaning assigned by subsection 89(1); (t) "RDTOH" means "refundable dividend tax on hand" which has the meaning assigned by subsection 129(3); (u) "Regulations" means the Income Tax Regulations; (v) "specified financial institution" has the meaning assigned by subsection 248(1); (w) "specified investment business" has the meaning assigned by subsection 248(1); and (x) "taxable Canadian corporation" has the meaning assigned by subsection 89(1). ...

The only remaining property will be Series 2 shares and Company A will receive XXXXXXXXXX % of the remaining Series 2 shares and the limited partners of LP A will receive XXXXXXXXXX% of the remaining Series 2 shares, in proportion to the number of such limited partnership units held. ...

Subco1's authorized share capital will include at least one class of voting common shares and Class "A" shares which will be non-voting, non-participating preferred shares bearing a discretionary non-cumulative dividend of up to XXXXXXXXXX % per month and redeemable at the option of the corporation or shareholder for an amount equal to the fair market value of the amount received by the corporation as consideration for the share. ...

The purpose test in 104(7.1) is not met, namely the main purpose of the proposed transactions is to reduce the administrative complexity of the Reduced Management Fee program & to enable the manager to effectively market the units to differing groups of Investors. ...

., as part of the public offering, will purchase and hold, at the outset, XXXXXXXXXX % of the issued MFT units. ...

Newco will add to the stated capital account maintained for its Newco Preferred Shares an amount equal to the amount by which the aggregate of: (a) the cost amounts, in the case of eligible properties, (b) the fair market value, in the case of other properties, and (c) the amount of the XXXXXXXXXX/Aco Promissory Note 2 transferred to XXXXXXXXXX/Bco exceeds (d) the amount equal to XXXXXXXXXX % of the Liabilities assumed by Newco. 20. ...