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XXXXXXXXXX 2013-050729 XXXXXXXXXX, 2013 Dear XXXXXXXXXX: Re: Amended Advance Income Tax Ruling Request in respect of XXXXXXXXXX (the "Taxpayer") – XXXXXXXXXX This is in response to your correspondence dated XXXXXXXXXX, wherein you requested amendments to our advance income tax ruling 2013-048835 (the "Ruling") issued on XXXXXXXXXX, 2013. ... In respect of the Taxpayer Debenture REIT # 1 shall directly assume the liability as part of the consideration for the transfer of the Taxpayer Property referred to in 37 above, and REIT #1 shall be responsible for payments on the Taxpayer Debenture directly to the Taxpayer Debenture holders. 41. ... Provided that immediately after the Proposed Transactions REIT # 1 shall own all or substantially all of the assets that the Taxpayer previously owned, directly or indirectly, immediately before the Proposed Transactions, the provisions of subsections 15(1), 56(2), 56(4), 69(1), 69(4), 105(1) and 246(1) of the Act will not apply as a result of the Proposed Transactions, in and by themselves. ...

The objects of Corporation G, as set out in its memorandum of association, are: a. to acquire and take over all or any part of the assets and liabilities of the present unincorporated body known as the "XXXXXXXXXX "; b. to promote XXXXXXXXXX and other athletic sports and pastimes; c. to establish, maintain and conduct a XXXXXXXXXX and to afford the members of such club all the usual privileges, advantages, conveniences and accommodations of a club; d. to acquire by purchase, lease or otherwise grounds near XXXXXXXXXX and to lay out and prepare the same for XXXXXXXXXX or other athletic sports or pastimes; e. to buy, hire, prepare, make or provide and maintain and to sell all things required or which may be conveniently used in connection with the XXXXXXXXXX grounds, club-house and other premises of the Company by persons frequenting the same; and f. to buy, prepare, make, supply, sell and deal in all kinds of XXXXXXXXXX and other athletic sports and pastimes; and all kinds of liquors, provisions and refreshments (subject to any laws of the Province of XXXXXXXXXX in that behalf) required or used by the members of such club or other persons frequenting the lands, club-houses or premises of the Company. ... Interest applies at the rate of XXXXXXXXXX % on unpaid calls, though directors are at the liberty to waive payment of that interest in whole or part. 11. ... Interest applied at the rate of XXXXXXXXXX % on unpaid calls, though directors are at liberty to waive payment of that interest in whole or in part. ...

The last such redemption occurred in XXXXXXXXXX 3.The authorized share capital of XXXXXXXXXX is as follows: 1st preferred shares-XXXXXXXXXX authorized-redeemable at $XXXXXXXXXX each, with non-cumulative dividends equal to XXXXXXXXXX% per share-one vote per share 2nd preferred share-XXXXXXXXXX authorized-redeemable at $XXXXXXXXXX per share, non-participating-one vote per share 3rd preferred shares-unlimited number authorized-redeemable at $XXXXXXXXXX per share, with non-cumulative dividends equal to $XXXXXXXXXX per share-non-voting common shares-unlimited number authorized-one vote per share 4.At the present time the issued and outstanding shares of XXXXXXXXXX are as follows and are held equally by XXXXXXXXXX: Class of Shares # Issued PUC XXXXXXXXXX The 1st and 2nd preferred shares have an ACB and fair market value equal to their PUC. ... At its year end on XXXXXXXXXX had a RDTOH balance of approximately $XXXXXXXXXX and an estimated CDA of $XXXXXXXXXX 6.The authorized share capital of XXXXXXXXXX is as follows: first preferred shares-XXXXXXXXXX authorized-$XXXXXXXXXX fixed cumulative cash dividend-non-participating, redeemable at the amount paid thereon-non-voting second preferred shares-unlimited number authorized-XXXXXXXXXX% non-cumulative dividend-non-participating, redeemable at the amount paid thereon-entitled to one vote per share third preferred shares-unlimited number authorized-XXXXXXXXXX% non-cumulative dividend-non-participating, redeemable at the amount paid thereon-entitled to XXXXXXXXXX votes per share fourth preferred shares-unlimited number authorized-XXXXXXXXXX non-cumulative dividend-non-participating, redeemable at the amount paid thereon-non-voting fifth preferred shares-unlimited number authorized- XXXXXXXXXX% non-cumulative dividend-non-participating, redeemable at the amount paid thereon-entitled to one vote per share common shares-unlimited number authorized-participating-entitled to one vote per share 7.At the present time the issued and outstanding shares of XXXXXXXXXX are as follows and are held equally by XXXXXXXXXX: Class of Shares # Issued PUC XXXXXXXXXX The third preferred shares and the fourth preferred shares have a PUC, ACB and fair market value of $XXXXXXXXXX and $XXXXXXXXXX, respectively. ... XXXXXXXXXX has a year end at XXXXXXXXXX and files its T2 returns at the XXXXXXXXXX Taxation Centre under corporate account # XXXXXXXXXX. ...

The book values of the other assets of XXXXXXXXXX on hand, as at XXXXXXXXXX, were as follows: Investment in shares of Subco $ XXXXXXXXXX Note receivable from Subco XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX Other receivable XXXXXXXXXX Cash and short-term deposits XXXXXXXXXX Prepaid property taxes and other items XXXXXXXXXX Total $ XXXXXXXXXX The outstanding principal amounts of the liabilities of XXXXXXXXXX, were as follows: Mortgage payable $XXXXXXXXXX Bank debt on rental properties XXXXXXXXXX Advances to affiliated companies, net XXXXXXXXXX of $XXXXXXXXXX due from Newco Trade payables and accrued liabilities XXXXXXXXXX Income taxes payable XXXXXXXXXX Deferred income XXXXXXXXXX $ XXXXXXXXXX The balance of XXXXXXXXXX retained earnings as at XXXXXXXXXX was $XXXXXXXXXX. ...

The term of the Temporary Services Agreement will expire at the earlier of (a) the Operating Partnership acquiring the XXXXXXXXXX Business of the Opco or successor company; and (b) notice being given by the Opco; (xxx) "Trust" or "XXXXXXXXXX " means XXXXXXXXXX, an unincorporated closed-end unit trust that qualifies as a mutual fund trust, established under the laws of the Province of XXXXXXXXXX; (yyy) "Trust Unit" means a trust unit of XXXXXXXXXX, each such unit representing an equal undivided beneficial interest therein; (zzz) "Trustees" means the individuals that act as trustees of XXXXXXXXXX in accordance with and subject to the provisions of the XXXXXXXXXX Declaration of Trust, and which as of the date hereof consist of XXXXXXXXXX Canadian resident individuals, namely XXXXXXXXXX; (aaaa) XXXXXXXXXX; (bbbb) "unit trust" means a trust that qualifies as a unit trust under subsection 108(2); and (cccc) "Unitholder" means a holder of one or more Trust Units. ... In accordance with paragraph 108(2)(b), paragraph 132(6)(b), subsection 132(7) and the relevant terms of the XXXXXXXXXX Declaration of Trust, the Trust qualifies as a mutual fund trust and, specifically, the Trust: (1) limits its undertaking to the investing of its funds in property, and to acquiring, holding, maintaining, improving, leasing and managing real property and interests in real property that is capital property; (2) invests more than XXXXXXXXXX% of its property in Permitted Investments; (3) earns more than XXXXXXXXXX % of its income- computed without regard to subsection 104(6)- from Permitted Investments; (4) does not invest any more than 10% of its property in any combination of bonds, securities or shares of any one Investee; and (5) is not maintained primarily for the benefit of non-resident persons, and non-residents of Canada are collectively beneficial owners of less than XXXXXXXXXX% of the Trust Units. 7. ... Pursuant to the terms of the XXXXXXXXXX Declaration of Trust, the Trust is required to distribute to Unitholders monthly a cash distribution from the Trust in an amount determined by the Trustees that is at least equal, in any one fiscal year of the Trust, to the greater of (i) the taxable income of the Trust, for purposes of the Act, for such fiscal year; and (ii) XXXXXXXXXX % of the Distributable Cash of the Trust for such fiscal year. 10. ...

The issued and outstanding share capital of DC consists of XXXXXXXXXX common shares ("DC Common Shares"), which are owned by the following persons: DC Common Shares ACB $ XXXXXXXXXX. ... Prior to the Amalgamation of Parentco, ACo and BCo, (a) all of the common shares of Parentco were owned by XXXXXXXXXX ("Individual D") and his spouse XXXXXXXXXX ("Individual E") and a corporation XXXXXXXXXX ("CCo"), which dealt at arm's length with Individuals D and E, as follows: (i) Individual D XXXXXXXXXX (ii) Individual E XXXXXXXXXX (iii) CCo XXXXXXXXXX XXXXXXXXXX (b) Parentco owned all of the issued and outstanding shares of BCo and approximately XXXXXXXXXX % of the issued and outstanding shares of ACo. ... Immediately after the share exchanges described in this paragraph, the aggregate FMV of the TC Common Shares owned by the particular DC shareholder will be equal to or approximate the amount determined by the formula, on the assumption that Holdco, Individuals A, B and C are participants, DC is the distributing corporation and TC is the acquirer, A x B + D C as found in subparagraph (b)(iii) of the definition of "permitted exchange" in subsection 55(1). ...

LP 2 has a XXXXXXXXXX % partnership interest in Partnership A which purchases and then sells all of Bco's production; (c) XXXXXXXXXX% of the common shares of Cco. ... This XXXXXXXXXX % interest in Aco would approximate a XXXXXXXXXX% indirect equity interest in LP 1 and a XXXXXXXXXX % indirect equity interest in Bco. ...

These aggregate proceeds are comprised of $XXXXXXXXXX in respect of the issuance of Class A Units (XXXXXXXXXX Class A Units x $XXXXXXXXXX), $ XXXXXXXXXX in respect of collateralized interest for the first XXXXXXXXXX period of the Unit Loans and $ XXXXXXXXXX being the aggregate Loan Arrangement Fee payable to Canco #2. ... The interest rate from the date of the advance until the date that is XXXXXXXXXX after the date of the advance shall be XXXXXXXXXX% and thereafter will be reset at a rate which is, on such date, equal to the greater of the prime bank rate plus XXXXXXXXXX % and the prescribed rate of interest for the purposes of section 143.2 of the Act. ...

The Corporation DSU Plan is the subject of advance income tax rulings #970236 dated XXXXXXXXXX, 1997 and # 2000-0004163 dated XXXXXXXXXX, 2000. The Subsidiary DSU Plan is the subject of advance income tax rulings #971577 dated XXXXXXXXXX, 1997 and # 2000-0004153 dated XXXXXXXXXX, 2000. 10. ... The Participant will receive the remainder (if any) of his or her compensation (i.e., meeting, committee and committee chairman fees) in cash net of applicable withholdings; (d) All Participants under the Subsidiary DSU Plan who have entered into an agreement and made elections in accordance with the terms of that plan shall be deemed to have entered into an Agreement and to have made elections under the Master DSU Plan for the XXXXXXXXXX and subsequent calendar years (unless such elections are revoked or modified by the Participant) as if the agreement and elections entered into and made under the Subsidiary DSU Plan had been entered into and made under the Master DSU Plan; (e) With respect to the XXXXXXXXXX and subsequent calendar years, each Participant who is a director of a Corporation Entity and who shall not be deemed to have elected in accordance with 13(d) above, or who was deemed to have so elected but has modified or revoked that election, may elect to be paid up to XXXXXXXXXX % of his or her annual retainer fee (and, if allowed by the Committee, fees other than the annual retainer fee such as meeting and committee fees described in 8(b), (c) and (d) above) paid by such Corporation Entity in the form of Share Units under the Master DSU Plan in lieu of being paid in cash. ...

Such right to a dividend shall be forever extinguished XXXXXXXXXX months after the expiration of any financial year of DC; (v) the Class E preferred shares are entitled to non-cumulative preferential dividends from XXXXXXXXXX per cent (XXXXXXXXXX%) up to a maximum of XXXXXXXXXX per cent (XXXXXXXXXX %) per annum on the capital amount paid up on each Class E preferred share in priority of any other shares of DC, except Class A preferred shares, Class B preferred shares, Class C preferred shares and Class D preferred shares. ... XXXXXXXXXX Class D preferred shares which are held by XXXXXXXXXX (the "Trust D"), with an aggregate PUC of $ XXXXXXXXXX and an aggregate ACB of $XXXXXXXXXX; b. ... The aggregate FMV and redemption value of the shares of DC is as follows: a. the Common shares have an aggregate FMV of $XXXXXXXXXX; b. the Class A preferred shares have a redemption value of $XXXXXXXXXX; c. the Class B preferred shares have a redemption value of $XXXXXXXXXX; d. the Class C preferred shares have a redemption value of $XXXXXXXXXX; e. the Class D preferred shares have a redemption value of $XXXXXXXXXX; f. the Class E preferred shares have a redemption value of $XXXXXXXXXX; g. the Class F preferred shares have a redemption value of $ XXXXXXXXXX; 12. ...