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Based on the Class B LP Units currently issued, Trust1 is entitled to approximately XXXXXXXXXX % of the income that is not otherwise allocated to Trust2 as general partner. ... The REIT has an indirect economic interest in the Properties by virtue of its XXXXXXXXXX% ownership of the shares of GPTrustee (the sole trustee of Trust2 which is the general partner of XXXXXXXXXX LP), and its XXXXXXXXXX % interest in the units and notes of the Trust1 (a limited partner in XXXXXXXXXX LP and the sole owner of the shares of GPBeneficiary which, in turn, is the sole beneficiary of Trust2). ... XXXXXXXXXX Section Manager for Division Director International & Trusts Division Income Tax Rulings Directorate Legislative Policy and Regulatory Affairs Branch ...

As at the date of this letter, ACo owns XXXXXXXXXX of the XXXXXXXXXX outstanding Class A Common Shares of BCo – XXXXXXXXXX were acquired in XXXXXXXXXX as described in paragraph 6 above, XXXXXXXXXX acquired in XXXXXXXXXX, and XXXXXXXXXX acquired in XXXXXXXXXX and the Vendors own XXXXXXXXXX Class A Common Shares. ... The Class B Common Shares of BCo were issued for cash consideration to ACo (or a predecessor company) and the Vendors in XXXXXXXXXX, and are currently owned as follows: Shareholder Consideration in XXXXXXXXXX $ Number of Class B Common Shares Issued ACo XXXXXXXXXX XXXXXXXXXX Vendors XXXXXXXXXX XXXXXXXXXX Total XXXXXXXXXX XXXXXXXXXX 12. ... Management’s current financial projections (as at XXXXXXXXXX) for the Operating Business for the XXXXXXXXXX fiscal periods anticipate that the business will sustain losses in XXXXXXXXXX, but will have operating income commencing in XXXXXXXXXX, as follows: Year Projected Operating Income (Loss) in XXXXXXXXXX $ XXXXXXXXXX XXXXXXXXXX Total projected income XXXXXXXXXX SUBJECT TRANSACTIONS 15. ...

(b) Assume there is an aggregate capital call for all of the partners in the Fund of $XXXXXXXXXX or XXXXXXXXXX % of aggregate commitments. Investco would be required to make a capital contribution to the Fund of $XXXXXXXXXX (XXXXXXXXXX % of its aggregate commitment). ... (e) Assume that the value of the Fund increased by XXXXXXXXXX % and there is then a second capital call of another $XXXXXXXXXX, Investco would be required to make a further capital call of another $XXXXXXXXXX. ...

The Target directors' circular dated XXXXXXXXXX provided that "XXXXXXXXXX " 11. ... The proportion of value that Amalco represents of Pubco I is generally estimated at XXXXXXXXXX % and the proportion of value that the XXXXXXXXXX represents of Amalco is generally estimated at XXXXXXXXXX %. 17. ...

ACO will charge the Resource Issuer a corporate finance fee of $XXXXXXXXXX and a cash commission of up to XXXXXXXXXX % of the gross proceeds from sales of Units under the offering. ... ACO and the Security Buyers have negotiated this price at arm's length, without any direction or influence from the Investor, the Promoter or the Resource Issuer. 23) As consideration for having arranged the series of transactions, each Charity will pay a fee to the Promoter equal to XXXXXXXXXX % of the gross selling price of the Charity's Units sold to the Security Buyers. 24) You advise that the Charities have not given any undertaking and are not obliged in any way to sell the Units to the Security Buyers and the Security Buyers are under no obligation and have no right to acquire the Units from the Charities. ... If the Charities choose not to sell the Units to the Security Buyers for a period of XXXXXXXXXX days following the making of the offer referred to in 21 above (the "Expiration Date"), the Charities would have to pay compensation to the Promoter in an amount that is equal to XXXXXXXXXX % of the fair market value of the Shares as quoted on the Exchange on the closing of the Expiration Date. 25) You advise that no fees or commissions of any kind will be paid by or received by any participants in the proposed transactions other than those described in 10, 23 and 24 above. 26) You advise that all purchases, transfers and dispositions of the Units will comply with all applicable securities laws. ...

ACO will charge a cash commission of XXXXXXXXXX % of the gross proceeds from sales of Units under the offering, plus share purchase options representing XXXXXXXXXX % of the Units sold. ... The Charities will direct the transfer agent to register the certificates for the Units in the name of the Liquidity Providers. 21) As consideration for having arranged the series of transactions, the Charities will pay a fee to the Promoter equal to XXXXXXXXXX % of the gross selling price of the Units sold to the Liquidity Providers. 22) You advise that none of the Charities has given any undertaking or is obliged in any way to sell the Units to the Liquidity Providers and none of the Liquidity Providers is under obligation or has a right to acquire the Units from the Charities. ...

The actual amount will depend on the amount received by the Charity from the Purchaser on completion of the sale of the Property under the RFP Proposal; r) XXXXXXXXXX; s) "Letter Agreement" means the letter agreement dated XXXXXXXXXX as amended by letters dated XXXXXXXXXX among the Individuals and the Charity, XXXXXXXXXX; t) "Net Proceeds" means all amounts received by the Charity at the closing or closings of the sale(s) of the Property pursuant to the RFP Process and all amounts in respect of any purchase money mortgages that may be taken back by the Charity from the Purchaser(s) at the closing of such sale(s), less all out-of-pocket expenses including, without limitation, the costs and expenses incurred by the Charity of and for valuation and appraisal, surveying, conveyancing, real estate commissions, collection fees and any necessary approvals, together with its legal costs of and incidental to the transactions contemplated in the Letter Agreement, the sale(s) of the Property and the establishment of the Endowment, but exclusive of any costs incurred to XXXXXXXXXX; u) "Original Deed" means the deed by which the Deceased conveyed the Property to the Charity in XXXXXXXXXX and created the Rights; v) "Property" means the real property in the XXXXXXXXXX owned in fee simple determinable by the Charity, subject to the Rights, consisting of approximately XXXXXXXXXX acres; w) "Purchase Price" means the total amount to be paid by the Charity to the Individuals for all of the Individual Sale Portions, based on a sale of the Property by the Charity pursuant to the RFP Proposal and will be XXXXXXXXXX % of the Net Proceeds received by the Charity on a sale to the Purchaser under the RFP Proposal plus the sum of $XXXXXXXXXX payable by the Charity to the Individuals as a reimbursement of fees; x) "Purchaser" means the person with whom the Charity enters into an agreement in response to the RFP under which the Purchaser agrees to purchase the Property from the Charity under the RFP Proposal; y) "Reverter Event" means an event the occurrence of which would cause the interest of the Charity in the Property to terminate and cause the Property to be owned by the Individuals in fee simple as tenants in common. ... The Letter Agreement then states that the Purchase Price will be XXXXXXXXXX % of the Net Proceeds plus the sum of $XXXXXXXXXX as reimbursement of the Individuals' legal costs of the transactions. 18) The Initial Payment of Purchase Price will be paid by the Charity on Closing, as to XXXXXXXXXX to each Individual. ... The excess of Net Proceeds over the Retained Amount will be divided as to XXXXXXXXXX % in favour of the Individuals collectively in equal XXXXXXXXXX shares and as to the balance in favour of the Charity. ...

Subco 2 retained a XXXXXXXXXX % interest in the XXXXXXXXXX while XXXXXXXXXX, through a subsidiary, acquired a XXXXXXXXXX% interest thereof. ... The notes bear interest at the rate of XXXXXXXXXX =% per annum and mature on XXXXXXXXXX. ... The notes bear interest at the rate of XXXXXXXXXX % per annum and mature on XXXXXXXXXX. ...

Under no circumstances (except in the event of default; including a change of control, or if the terms of the debt or related agreement become unlawful or are changed by virtue of legislation or by a court, statutory board or commission, or where 100% of net insurance proceeds are not used to replace lost or damaged property within 360 days of receipt of such proceeds, or where net proceeds from asset sales are not reinvested in the business within 360 days) will X Co be obligated to repay more than XXXXXXXXXX % of the principal amount of the Main Loan within five years from the date of issue of the Main Loan. ... The Main Loan will be secured by all of the assets of X Co, including the management fees it receives, its interest in X LP as general partner, and its XXXXXXXXXX % interest in the T Partnership and future acquired assets, as outlined in the Main Loan Terms. ... X Co will, in turn, lend the Principal Amount received under the Main Loan to X LP on substantially the same terms as the Main Loan except that the interest rate will be approximately XXXXXXXXXX % more than the interest rate on both the floating and fixed components of the Main Loan as outlined in the Sub-Loan Agreement. ...

Thereafter: a) ACO will borrow $XXXXXXXXXX from a Canadian bank on a "daylight" basis (the "XXXXXXXXXX Daylight Loan"). b) ACO will lend the $XXXXXXXXXX borrowed under the XXXXXXXXXX Daylight Loan to BCO by way of a demand promissory note bearing interest at a rate of XXXXXXXXXX % per annum (the "ACO XXXXXXXXXX Loan"). c) BCO will reduce the stated capital and paid-up capital of its XXXXXXXXXX shares by the amount of $XXXXXXXXXX and will distribute the $XXXXXXXXXX received under the ACO XXXXXXXXXX Loan to ACO as a return of capital. d) ACO will apply the funds received in step 29(c) to repay the XXXXXXXXXX Daylight Loan. 30. On the same day as the transactions in step 29: a) ACO will borrow $XXXXXXXXXX from a Canadian bank on a "daylight" basis (the "XXXXXXXXXX Daylight Loan"). b) ACO will lend the $XXXXXXXXXX borrowed under the XXXXXXXXXX Daylight Loan to CCO by way of a demand promissory note bearing interest at a rate of XXXXXXXXXX % per annum (the "ACO XXXXXXXXXX Loan"). c) CCO will apply the $XXXXXXXXXX received under the ACO XXXXXXXXXX Loan to pay down $XXXXXXXXXX of BCO Advances. d) BCO will reduce the stated capital and paid-up capital of its XXXXXXXXXX shares by the amount of $XXXXXXXXXX and will distribute $XXXXXXXXXX to ACO as a return of capital. e) ACO will apply the funds received in step 30(d) to repay the XXXXXXXXXX Daylight Loan. 31. On the same day as the transactions in step 29 and 30: a) ACO will borrow $XXXXXXXXXX from a Canadian bank on a "daylight" basis (the "XXXXXXXXXX Daylight Loan"). b) ACO will lend the $XXXXXXXXXX borrowed under the XXXXXXXXXX Daylight Loan to DCO by way of a demand promissory note bearing interest at a rate of XXXXXXXXXX % per annum (the "ACO XXXXXXXXXX Loan"). c) DCO will apply $XXXXXXXXXX of the $XXXXXXXXXX received under the ACO XXXXXXXXXX Loan to repay the XXXXXXXXXX DCO Debt. d) BCO will lend the $XXXXXXXXXX received in step 31(c) to ACO on a demand, non-interest-bearing basis. e) DCO will apply $XXXXXXXXXX of the $XXXXXXXXXX received under the ACO XXXXXXXXXX Loan to repay the XXXXXXXXXX DCO Debt. f) BCO will reduce the stated capital and paid-up capital of its XXXXXXXXXX shares by the amount of $XXXXXXXXXX and will distribute $XXXXXXXXXX to ACO as a return of capital. g) ACO will apply the funds received in steps 31(d) and (f) to repay the XXXXXXXXXX Daylight Loan. ...