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DEFINITIONS: In this letter, the following terms have the meanings specified: (a) "Act" means the Income Tax Act, R.S.C. 1985 (5th Supp.) c.1, as amended to the date hereof, and unless otherwise stated, every reference herein to a part, section, subsection, paragraph, subparagraph or clause is a reference to the relevant provision of the Act; (b) XXXXXXXXXX; (c) "adjusted cost base" has the meaning assigned by section 54; (d) "Aco" means XXXXXXXXXX, as described in Paragraph 6; (e) "Aco Note " means the debt of Aco owing to Parentco so described in Paragraph 7; (f) XXXXXXXXXX; (g) XXXXXXXXXX; (h) "arm's length" has the meaning assigned by section 251; (i) "Bco" means XXXXXXXXXX, as described in Paragraph 9; (j) "Bco notes" means the debt of Bco owing to Aco so described in Paragraph 10; (k) "capital property" has the meaning assigned by section 54; (l) "CBCA" means the Canada Business Corporations Act; (m) XXXXXXXXXX; (n) "Cco" means XXXXXXXXXX, as described in Paragraph 17; (o) "Cco Acquisitionco" means XXXXXXXXXX, as described in Paragraph 16; (p) "Cco Acquisitionco Common Shares" means the common shares in the capital stock of Cco Acquisitionco so described in Paragraph 16; (q) "Cco Acquisitionco XXXXXXXXXX Common Shares" means the Cco Acquisitionco Common Shares renamed as described in Paragraph 54.1; (r) "Cco Acquisitionco XXXXXXXXXX Common Shares" means the XXXXXXXXXX common shares of Cco Acquisitionco so described in Paragraph 54.1; (s) "Cco Acquisitionco XXXXXXXXXX Common Shares" means the XXXXXXXXXX common shares of Cco Acquisitionco so described in Paragraph 54.1; (t) "Cco Common Shares" means the common shares in the capital stock of Cco so described in Paragraph 17; (u) "Dco" means XXXXXXXXXX, a corporation dealing at arm's length with Mco, Zco and Parentco; (v) "Dco Portion of Vco" means the portion of Vco presently owned indirectly by Dco as of the date hereof, being all of Vco except the Mco Portion of Vco; (w) "Dco Portion of Vco Amount" means the fair market value of the Dco Portion of Vco as of the date hereof, estimated at $XXXXXXXXXX; (x) "disposition" has the meaning assigned by section 54; (y) "dividend rental arrangement" has the meaning assigned by subsection 248(1); (z) "Eco" means XXXXXXXXXX, as described in Paragraph 19; (aa) "Eco Common Shares" means the common shares in the capital stock of Eco owned by Parentco and Numberco so described in Paragraph 19; (bb) "fair market value" means the highest price available in an open and unrestricted market between informed prudent parties acting at arm's length; (cc) "Fco" means XXXXXXXXXX, as described in Paragraph 30; (dd) "Gco" means XXXXXXXXXX, as described in paragraph 23; (ee) "Gco Option" means the option so described in paragraph 23; (ff) "Gco Assets" means: (i) all of the assets, property, undertakings and liabilities of XXXXXXXXXX, a division of Mco Canada; and (ii) all of the assets, property, undertakings and liabilities of XXXXXXXXXX, a division of Mco Canada which is an XXXXXXXXXX; (gg) "Gco Assets Price" means the amount of money paid by Newco to purchase the Gco Assets so described in Paragraph 66; (hh) "guarantee agreement" has the meaning assigned by subsection 112(2.2); (ii) "Joint Venture Transactions" means the transactions described in Paragraphs 64 to 73; (jj) "Mco" means XXXXXXXXXX, as described in Paragraph 21; (kk) "Mco Canada" means XXXXXXXXXX, as described in Paragraph 21; (ll) "Mco Partnership" means the partnership so described in Paragraph 47; (mm) "Mco Portion of Vco" means all of the outstanding shares of Gco, Gco being the owner of all of Vco except the Dco Portion of Vco as of the date hereof; (nn) "Mco Portion of Vco Amount" means the fair market value of the Mco Portion of Vco as of the date hereof, estimated at $XXXXXXXXXX; (oo) "Newco" means the new CBCA corporation to be incorporated, as described in Paragraph 26; (pp) "Newco Common Shares" means the common shares in the capital stock of Newco so described in Paragraph 26; (qq) "Numberco" means XXXXXXXXXX, as described in Paragraph 18; (rr) XXXXXXXXXX; (ss) "paid-up capital" has the meaning assigned by subsection 89(1); (tt) "Paragraph" means a numbered paragraph in this letter; (uu) "Parentco" means XXXXXXXXXX, as described in Paragraph 1; (vv) "Parentco Board" means the Board of Directors of Parentco; (ww) "Parentco Common Shares" means the common shares in the capital stock of Parentco so described in Paragraph 3; (xx) "Qco " means XXXXXXXXXX, as described in Paragraph 14; (yy) "Qco Properties" means the properties of Qco so described in Paragraph 15; (zz) "Parentco Subco" means the new CBCA corporation to be incorporated, as described in Paragraph 25; (aaa) "Parentco Subco Common Shares" means the common shares in the capital stock of Parentco Subco so described in Paragraph 25; (bbb) "Parentco Subco Dividend" means the dividend so described in Ruling A(a) deemed to arise on the redemption of the Parentco Subco Preferred Shares; (ccc) "Parentco Subco Preferred Shares" means the preferred shares in the capital stock of Parentco Subco so described in Paragraph 25; (ddd) "Parentco Subco Redemption Note" means the note of Parentco Subco so described in Paragraph 57; (eee) "principal amount" has the meaning assigned by subsection 248(1); (fff) "private corporation" has the meaning assigned by subsection 89(1); (ggg) "proceeds of disposition" has the meaning assigned by section 54; (hhh) "Proposed Transactions" means collectively the Spin-Out Transactions and the Joint Venture Transactions; (iii) "public corporation" has the meaning assigned by subsection 89(1); (jjj) "Redemption Amount" means the amount so described in Paragraph 25; (kkk) "Regulations" refers to the Income Tax Regulations; (lll) "series of transactions or events" has the meaning assigned by subsection 248(10); (mmm) "Sco" means XXXXXXXXXX, as described in Paragraph 29; (nnn) "Sco Loan" means the loan made by Zco to Sco so described in Paragraph 31; (ooo) "specified class" has the meaning assigned by subsection 55(1); (ppp) "specified financial institution" has the meaning assigned by subsection 248(1); (qqq) "Spinco" means XXXXXXXXXX, as described in Paragraph 11; (rrr) "Spinco Common Shares" means the common shares in the capital stock of Spinco so described in Paragraph 11; (sss) "Spinco Special Dividend" means the special dividend on the Spinco Common Shares so described in Paragraph 60; (ttt) "Spin-Out Transactions" means the transactions described in Paragraphs 56 to 62; (uuu) "stated capital account" has the meaning assigned by section 26 of the CBCA; (vvv) "Transferco" means XXXXXXXXXX, as described in Paragraph 12; (www) "Transferco Shares" means the shares in the capital stock of Transferco that are owned by Spinco as of the date hereof, as described in Paragraph 12; (xxx) "taxable Canadian corporation" has the meaning assigned by subsection 89(1); (yyy) "taxable dividend" has the meaning assigned by subsection 89(1); (zzz) "Trust" means the trust established under the laws of XXXXXXXXXX with XXXXXXXXXX as trustee and XXXXXXXXXX as beneficiaries; (aaaa) "Unrelated Person", with respect to a disposition of property or a significant increase in a person's or partnership's interest in a corporation, means a person or partnership that is an "unrelated person" with reference to Spinco within the meaning of paragraph 55(3.01)(a) immediately before that disposition or significant increase (as the case may be); and (bbbb) "Vco" means XXXXXXXXXX a partnership under the laws of XXXXXXXXXX in which Gco currently owns a XXXXXXXXXX% partnership interest. ... Parentco also holds the following indebtedness of Aco: (i) XXXXXXXXXX; (ii) XXXXXXXXXX; (iii) a Note (the "Aco Note ") with a principal amount of $XXXXXXXXXX. ... As a result of exercising the Gco Option and purchasing the common shares of Gco for fair-market-value proceeds of disposition, Mco Canada will own an indirect (through Gco) XXXXXXXXXX % interest in Vco, the other XXXXXXXXXX% being held by Dco. ...

In particular, the following arrangements will be made with respect to the XXXXXXXXXX/DC Stock Option Plan: (a) Employees who will continue as employees of XXXXXXXXXX/DC or a member of the XXXXXXXXXX/DC Group will have their outstanding options in respect of XXXXXXXXXX/DC Common Shares exchanged for options in respect of New XXXXXXXXXX/DC Common Shares in accordance with the formulae set forth below: (i) New XXXXXXXXXX/DC Exercise Price = Original Exercise Price x FMV of New XXXXXXXXXX/DC Common Shares/FMV of XXXXXXXXXX/DC Common Shares; and (ii) Number of New XXXXXXXXXX/DC Common Shares = Original Number of XXXXXXXXXX/DC Common Shares x (FMV of XXXXXXXXXX/DC Common Shares- Original Exercise Price)/ (FMV of New XXXXXXXXXX/DC Common Shares- New XXXXXXXXXX/DC Exercise Price); (b) Employees who ultimately will become employees of Amalco will, upon the Amalgamation, have their outstanding options in respect of XXXXXXXXXX/DC Common Shares exchanged for options in respect of Amalco Common Shares in accordance with the formulae set forth below: (i) Amalco Exercise Price = XXXXXXXXXX/DC Exercise Price x FMV of Amalco Common Shares/FMV of XXXXXXXXXX/DC Common Shares; and (ii) Number of Amalco Common Shares = Number of XXXXXXXXXX/DC Common Shares x (FMV of XXXXXXXXXX/DC Common Shares- XXXXXXXXXX/DC Exercise Price)/ (FMV of Amalco Common Shares- Amalco Exercise Price). ...

The authorized share capital of DC consists of an unlimited number of the following classes of shares: (a) Common shares (DC Common Shares) – voting, fully participating, non-cumulative discretionary dividends, and having no par value; (b) First preference shares (DC Preferred Shares) – voting, fixed rate non-cumulative dividends payable at a rate of XXXXXXXXXX% times the redemption value per month and ranking in priority to all other classes of shares, redeemable at the option of the company or the holder, subject to a price adjustment clause, and non-participating; (c) Second preference shares – non-voting, fixed rate non-cumulative dividends payable at a rate of XXXXXXXXXX% times the redemption value per month and ranking in priority to all other shares except the DC Preferred Shares, redeemable at the option of the company or the holder, subject to a price adjustment clause, and non-participating; and (d) Third preference shares – non-voting, fixed rate non-cumulative dividends payable at a rate of XXXXXXXXXX% times the redemption value per month and ranking in priority to all other shares except the DC Preferred Shares and the second preference shares, redeemable at the option of the company or the holder, subject to a price adjustment clause, and non-participating. 3. ...

DEFINITIONS: In this letter, unless otherwise specified, all monetary amounts are expressed in Canadian dollars and the following terms have the meanings specified below: (a) "Act" means the Income Tax Act, R.S.C. 1986 (5th Supp.) c.1, as amended from time to time and consolidated to the date of this letter and, unless otherwise expressly stated, every reference herein to a part, section or subsection, paragraph or subparagraph and clause or subclause is a reference to the relevant provision of the Act, and the Income Tax Regulations thereunder are referred to as the "Regulations"; (b) "adjusted cost base" ("ACB") has the meaning assigned by section 54; (c) "agreed amount" in respect of a property means the amount that the transferor and the transferee of the property have agreed upon in an election under subsection 85(1); (d) "Amalco" means the corporation to be formed on the amalgamation of SpinCo and Newco1, as described in Paragraph 56; (e) "arm's length" has the meaning assigned by subsection 251(1); (f) "Butterfly Proportion" means the fraction A/B, where: A = the net fair market value of the property to be transferred to Subco by DC as described in Paragraph 47, determined immediately before such transfer; and B = the net fair market value of all property owned by DC determined immediately before the transfer of property to Subco by DC as described in Paragraph 47; (g) "Canco" means XXXXXXXXXX, a corporation subsisting under the BCA; (h) "capital property" has the meaning assigned by section 54; (i) "BCA" means the Canada Business Corporations Act, R.S.C. 1985, c. ... The Newco1 Note will have a principal amount determined by formula (which is not expected to exceed $XXXXXXXXXX), will have a term of XXXXXXXXXX months (extendible for an additional XXXXXXXXXX at Newco1's option) and will bear interest at Libor + XXXXXXXXXX%. ... Provided that a person who, immediately before the exchange of DC Butterfly Shares for SpinCo Class B Common Shares as described in Paragraph 46 above: (a) holds its DC Butterfly Shares as capital property; (b) deals at arm's length with SpinCo immediately before the exchange; (c) does not include any portion of the gain or loss, otherwise determined, from the disposition of the DC Butterfly Shares in computing the holder's income for the taxation year in which the share exchange takes place; and (d) does not file an election under subsection 85(1) with SpinCo in respect of the DC Butterfly Shares; (e) does not receive any consideration, other than SpinCo Class B Common Shares, on the exchange; and (f) is not a foreign affiliate of a taxpayer resident in Canada, at the end of its taxation year in which the exchange occurred, that has included any portion of the gain or loss, otherwise determined, from the disposition of the exchanged shares in computing its FAPI for its taxation year in which the exchange occurred; and further, provided that immediately after the exchange, (g) such person or other persons with whom the particular person does not deal at arm's length or such person together with other persons with whom the person does not deal at arm's length, will not: (i) control SpinCo; or (ii) beneficially own shares in the capital of SpinCo having a fair market value of more than XXXXXXXXXX % of the fair market value of all the issued and outstanding shares in the capital of SpinCo; then, pursuant to paragraph 85.1(1)(a), such person will be deemed: (f) to have disposed of such DC Butterfly Shares for POD equal to the ACB to such person immediately before the exchange; and (g) to have acquired the SpinCo Class B Common Shares at a cost to such person equal to the ACB to such person of the DC Butterfly Shares immediately before the exchange; and (h) pursuant to paragraph 85.1(1)(b), the cost to SpinCo of each DC Butterfly Share acquired by SpinCo as a result of the exchange will be deemed to be the lesser of its fair market value immediately before the exchange and its PUC immediately before the exchange. ...

.; (l) "Opco 8" means XXXXXXXXXX; (m) "Opco 9" means XXXXXXXXXX; (n) "Opco 10" means XXXXXXXXXX (owned XXXXXXXXXX % by Opco 14 and XXXXXXXXXX % by Subco); (o) "Opco 11" means XXXXXXXXXX; (p) "Opco 12" means XXXXXXXXXX. ... As a result of the mergers described in paragraph 25 above, Newco 4 will have acquired a XXXXXXXXXX % interest in Opco 10. ... Yours truly, for Director International & Trusts Division Income Tax Rulings Directorate Legislative Policy and Regulatory Affairs Branch ...

(p) "GORR" means a XXXXXXXXXX% gross overriding royalty which Partnership 2 is obligated to pay on its XXXXXXXXXX % undivided interest in the Project. ... Accordingly, respective XXXXXXXXXX and XXXXXXXXXX % undivided working interests in the Project were owned by X Co. and Y Co. prior to the corporate amalgamation described below. ... The New Trust Debt was issued under a note indenture and is evidenced by a promissory note, payable on demand, and bearing interest at a rate of XXXXXXXXXX % per annum. ...

B” means XXXXXXXXXX; “NERDTOH” means “non-eligible refundable dividend tax on hand” and has the meaning assigned by subsection 129(4); “Paragraph” refers to a numbered or lettered paragraph in this letter; “proceeds of disposition” has the meaning assigned by section 54; “Property A” means a commercial, revenue-producing rental property located at XXXXXXXXXX; “Property B” means a commercial, revenue-producing rental property located at XXXXXXXXXX; “Property C” means a commercial, revenue-producing rental property located at XXXXXXXXXX; “Property D” means a commercial, revenue-producing rental property located at XXXXXXXXXX; “Property E” means a commercial, revenue-producing rental property located at XXXXXXXXXX; “Property F” means a commercial, revenue-producing rental property located at XXXXXXXXXX; “Property G” means a commercial, revenue-producing rental property located at XXXXXXXXXX; “Property H” means a commercial, revenue-producing rental property located at XXXXXXXXXX; “Proposed Transactions” means the transactions described in Paragraphs 17 to 31; “PUC” means “paid-up capital” and has the meaning assigned by subsection 89(1); “related person” means, in relation to a particular person, another person who is related to the particular person by virtue of subsection 251(2), as modified for the purposes of section 55 by paragraph 55(5)(e); “Rental Properties” means, collectively, Property A, Property B, Property C, Property D, Property E, Property F and Property G; “resident of Canada” means resident of Canada for the purposes of the Act; “Rulings” means the advance income tax rulings labelled “A” to “F” in this letter; “safe income” means, with respect to a taxable dividend described in paragraph 55(2.1)(a) that is received by a dividend recipient from a dividend payor, the amount of the income earned or realized by any corporation — after 1971 and before the safe-income determination time for the transaction, event or series — that could reasonably be considered to contribute to the capital gain that could be realized on a disposition at fair market value, immediately before the dividend, of the share on which the dividend is received; “safe income determination time” has the meaning assigned by subsection 55(1); “series of transactions or events” includes the transactions or events referred to in subsection 248(10); “significant influence” has the meaning assigned by section 3051.05 of the Accounting Standards for Private Enterprises; “specified financial institution” has the meaning assigned by subsection 248(1); “specified investment business” has the meaning assigned by subsection 125(7); “stated capital” means the amount included in the stated capital account attributable to a share of the capital stock of a corporation in accordance with the governing legislation of the corporation; “taxable dividend” has the meaning assigned by subsection 89(1); “taxation year” has the meaning assigned by subsection 249(1); “TC” means XXXXXXXXXX, as described in Paragraphs 8 to 10; “TCC” means “taxable Canadian corporation” and has the meaning assigned by subsection 89(1); “TC Sub” means a corporation incorporated by TC, as described in Paragraph 17; “TC Sub Common Shares” means the common shares of the capital stock of TC Sub, as described in Paragraph 17 a); “TC Sub Preferred Shares” means the preferred shares of the capital stock of TC Sub described in Paragraph 17 b); “TC Sub Redemption Note” means the non-interest bearing demand promissory note to be issued by TC Sub to DC, as described in Paragraph 28; “UCC” means “undepreciated capital cost” and has the meaning assigned by subsection 13(21). ... Immediately following the classification of the types of property and determination of the net FMV of each type of property described in Paragraphs 23 and 24, respectively, DC will transfer to TC Sub a proportionate share of its: a) cash or near-cash property; b) business property; and c) investment property, if any, such that immediately following such property transfer, the aggregate net FMV of each type of property of DC transferred to TC Sub 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. ...

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

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

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