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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. ...

The elected amount will be equal to the fair market value of the XXXXXXXXXX common shares of Exchangeco, being $ XXXXXXXXXX. ... The elected amount will be equal to the fair market value and the adjusted cost base of the XXXXXXXXXX common shares of Exchangeco, being $ XXXXXXXXXX. 16. ...

The consolidated balance sheet of XXXXXXXXXX/Aco as at XXXXXXXXXX indicates that XXXXXXXXXX/Aco has the following assets: Cash and Cash Equivalents $ XXXXXXXXXX Receivables- XXXXXXXXXX XXXXXXXXXX Notes receivable XXXXXXXXXX Prepaid expenses XXXXXXXXXX XXXXXXXXXX Income producing property and equipment XXXXXXXXXX Other assets XXXXXXXXXX $ XXXXXXXXXX The sole liabilities of XXXXXXXXXX/Aco consist of accounts payable of $XXXXXXXXXX and a mortgage payable of $XXXXXXXXXX, for total liabilities of $XXXXXXXXXX. ...

Such holdings are as follows: Shares Common Preferred Shareholder Number % Number xxxxxxxxxx xxxxxxxxxx xxxxxxxxxx xxxxxxxxxx xxxxxxxxxx xxxxxxxxxx 4. ... Quarterly payments are due of $XXXXXXXXXX plus xxxxxxxxxx % interest, with the mortgage maturing in xxxxxxxxxx; ii) From XXXXXXXXXX, on account of the sale of ACO's interest inXXXXXXXXXX. ...

The fair market value, immediately before the transfer described in the previous Paragraph, of each Participant's shares of the capital stock of Spinco1 will be equal to the amount determined by the formula: (A × B/C) + D as set out in subparagraph (b)(iii) of the definition "permitted exchange" in subsection 55(1). 27. ... The fair market value, immediately before such transfer, of each Participant's shares of the capital stock of Spinco2 will be equal to the amount determined by the formula: (A × B/C) + D as set out in subparagraph (b)(iii) of the definition "permitted exchange" in subsection 55(1). ...

DEFINITIONS: In this letter, the following terms have the meanings specified: (a) XXXXXXXXXX, as described in subparagraph 43(b) below; (b) "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; (c) "adjusted cost base" has the meaning assigned by section 54; (d) XXXXXXXXXX, as described in paragraph 35 below; (e) "Amalco" means the Canadian corporation described in paragraph 67 below; (f) "arm's length" has the meaning assigned by section 251; (g) "XXXXXXXXXX" means the Canadian corporation described in paragraph 63 below; (h) "Bank Loans" means the borrowings described in paragraph 88 below; (i) "XXXXXXXXXX" means XXXXXXXXXX, as described in paragraph 1 below; (j) XXXXXXXXXX; (k) "XXXXXXXXXX" means XXXXXXXXXX, as described in paragraph 24 below; (l) "XXXXXXXXXX Subco" means the Canadian corporation described in paragraph 53 below; (m) "XXXXXXXXXX Subco Common Shares" means the common shares of XXXXXXXXXX Subco described in paragraph 53 below; (n) "XXXXXXXXXX Subco Redemption Amount" means the aggregate redemption amount of the XXXXXXXXXX Subco Reorganization Shares, as described in paragraph 73 below; (o) "XXXXXXXXXX Subco Redemption Note" means the note payable described in paragraph 74 below; (p) "XXXXXXXXXX Subco Reorganization Shares" means the preferred shares of XXXXXXXXXX Subco described in paragraph 53 below; (q) "XXXXXXXXXX" means various interests, held directly or indirectly by XXXXXXXXXX in securities of entities in which XXXXXXXXXX holds a minority interest and which XXXXXXXXXX has agreed to transfer to Newco prior to the Investor Transaction and as more particularly described in paragraph 78 below; (r) "XXXXXXXXXX Note" means the note payable described in paragraph 16 below; (s) "XXXXXXXXXX Note" means the note payable described in paragraph 17 below; (t) "XXXXXXXXXX" means XXXXXXXXXX, as described in paragraph 6 below and also the corporation formed on the amalgamation of XXXXXXXXXX and Amalco, described in paragraph 68 below; (u) "XXXXXXXXXX New Common Shares" means the common shares of XXXXXXXXXX described in paragraph 71 below; (v) "XXXXXXXXXX Notes" means the notes payable described in paragraph 80 below; (w) "XXXXXXXXXX Receivable" is as defined in paragraph 78 below; (x) "XXXXXXXXXX Redemption Amount" means the aggregate redemption amount of the XXXXXXXXXX Reorganization Shares issued on the Share Exchange, as described in paragraph 71 below; (y) "XXXXXXXXXX Redemption Note" means the note payable described in paragraph 75 below; (z) "XXXXXXXXXX Reorganization Shares" means the special shares of XXXXXXXXXX described in paragraph 71 below; (aa) "XXXXXXXXXX Subco" means the Canadian corporation described in paragraph 52 below; (bb) "XXXXXXXXXX" means XXXXXXXXXX, as described in clause 43(r)(ii) below; (cc) "Butterflied Assets" means the assets described in paragraph 73 below; (dd) "Butterfly Proportion" means the proportion that (i) the fair market value of the business property of XXXXXXXXXX Subco (determined on a consolidated look-through basis) immediately following the Butterfly Reorganization (net of the amount of XXXXXXXXXX Subco's consolidated liabilities allocable to such property determined in accordance with paragraph 41 below) is of (ii) the fair market value of the business property of XXXXXXXXXX (determined on a consolidated look-through basis) immediately prior to the Butterfly Reorganization (net of the amount of XXXXXXXXXX consolidated liabilities allocable to such property determined in accordance with paragraph 41 below); (ee) "Butterfly Reorganization" means the transactions described in paragraphs 71 to 76 below; (ff) "Butterfly Transfer" means the transfers of property as described in paragraph 39 below; (gg) "CBCA" means the Canada Business Corporations Act; (hh) "XXXXXXXXXX" means XXXXXXXXXX, as described in paragraph 19 below; (ii) "XXXXXXXXXX Majority Shareholders" means XXXXXXXXXX; (jj) XXXXXXXXXX; (kk) "Canadian corporation" has the meaning assigned by subsection 89(1); (ll) "capital property" has the meaning assigned by section 54; (mm) "Class B Shares" means the shares of Newco described in paragraph 83 below; (nn) "cost amount" has the meaning assigned under subsection 248(1); (oo) "Consolidated XXXXXXXXXX Note" means the note payable described in paragraph 65 below; (pp) "Consolidated Group" has the meaning assigned by paragraph 39 below; (qq) "XXXXXXXXXX" means XXXXXXXXXX, as described in paragraph 26 below; (rr) "XXXXXXXXXX Business Division" means the division of XXXXXXXXXX described in paragraph 29 below; (ss) "distribution" has the meaning assigned by subsection 55(1); (tt) "dividend rental arrangement" has the meaning assigned by subsection 248(1); (uu) "eligible property" has the meaning assigned by subsection 85(1.1); (vv) "XXXXXXXXXX" means XXXXXXXXXX, as described in subparagraph 43(f) below; (ww) "XXXXXXXXXX" means XXXXXXXXXX, as described in clause 43(s)(i) below; (xx) "XXXXXXXXXX" means XXXXXXXXXX, as described in paragraph 51 below; (yy) "XXXXXXXXXX Holdco" means XXXXXXXXXX, as described in paragraph 49 below; (zz) "XXXXXXXXXX US" means XXXXXXXXXX, as described in paragraph 50, below; (aaa) "forgiven amount" has the meaning assigned by subsections 80(1) and 80.01(1); (bbb) "Fund" means the XXXXXXXXXX, as described in subparagraph 43(k) below; (ccc) "guarantee agreement" has the meaning assigned by subsection 112(2.2); (ddd) "XXXXXXXXXX" means XXXXXXXXXX, as described in subparagraph 43(o) below; (eee) "XXXXXXXXXX" means XXXXXXXXXX, as described in clause 43(r)(i) below; (fff) "XXXXXXXXXX" means XXXXXXXXXX, as described in clause 43(p)(ii) below; (ggg) "Investor" means XXXXXXXXXX, a corporation incorporated under the laws of XXXXXXXXXX and a subsidiary controlled corporation of XXXXXXXXXX, a corporation incorporated under the laws of XXXXXXXXXX; (hhh) "Investor XXXXXXXXXX Businesses" has the meaning assigned by paragraph 89 below; (iii) Reserved; (jjj) "XXXXXXXXXX means XXXXXXXXXX; (kkk) "XXXXXXXXXX Units" means the outstanding limited partnership units of XXXXXXXXXX as referred to in subparagraph 43(m) below; (lll) "XXXXXXXXXX" means XXXXXXXXXX, as described in subparagraph 43(i) below; (mmm) "XXXXXXXXXX" means XXXXXXXXXX, as described in subparagraph 43(o) below; (nnn) "XXXXXXXXXX" means XXXXXXXXXX, as described in subparagraph 43(h) below; (ooo) "XXXXXXXXXX" means XXXXXXXXXX, as described in paragraph 45 below; (ppp) "XXXXXXXXXX" means XXXXXXXXXX, as described in paragraph 24 below; (qqq) "XXXXXXXXXX Holdco" means the Canadian corporation described in paragraph 25 below, (rrr) "XXXXXXXXXX" means XXXXXXXXXX, as described in subparagraph 43(s) below; (sss) "XXXXXXXXXX " means XXXXXXXXXX, as described in subparagraph 43(r) below; (ttt) "XXXXXXXXXX " means XXXXXXXXXX, as described in subparagraph 43(q) below; (uuu) "XXXXXXXXXX Holdco" means XXXXXXXXXX as described in paragraph 37 below; (vvv) "XXXXXXXXXX Opco" means XXXXXXXXXX as described in paragraph 37 below; (www) "XXXXXXXXXX US" means XXXXXXXXXX as described in paragraph 38 below; (xxx) "XXXXXXXXXX US Holdco" means XXXXXXXXXX. as described in paragraph 38 below; (yyy) "XXXXXXXXXX" means XXXXXXXXXX, as described in subparagraph 43(d) below; (zzz) "Newco" means XXXXXXXXXX, as described in paragraph 54 below; (aaaa) "Newco Notes" means the notes payable described in paragraph 79 below; (bbbb) "XXXXXXXXXX" means XXXXXXXXXX, as described in subparagraph 43(p) below; (cccc) "XXXXXXXXXX" means XXXXXXXXXX, as described in paragraph 30 below; (dddd) "XXXXXXXXXX" means XXXXXXXXXX. as described in subparagraph 43(d) below; (eeee) "XXXXXXXXXX" means XXXXXXXXXX. as described in paragraph 43(e) below; (ffff) Reserved; (gggg) Reserved; (hhhh) "XXXXXXXXXX Business Division" means the division of XXXXXXXXXX described in paragraph 30 below; (iiii) "paid-up capital" has the meaning assigned by subsection 89(1); (jjjj) "Partnership" means XXXXXXXXXX, as described in subparagraph 43(c) below; (kkkk) "Plan" means the XXXXXXXXXX plan maintained by XXXXXXXXXX and certain of its subsidiaries, as described in clause 43(s)(ii) below; (llll) "principal amount" has the meaning assigned by subsection 248(1); (mmmm) "private corporation" has the meaning assigned by subsection 89(1); (nnnn) "XXXXXXXXXX" means the companies described in paragraph 30 below; (oooo) "XXXXXXXXXX Shares" means the shares of the XXXXXXXXXX, as described in subparagraph 66(b) below; (pppp) "XXXXXXXXXX" means XXXXXXXXXX, as described in subparagraph 43(b) below; (qqqq) "public corporation" has the meaning assigned by subsection 89(1); (rrrr) Reserved; (ssss) "restricted financial institution" has the meaning assigned by subsection 248(1); (tttt) "Regulations" means the Income Tax Regulations issued pursuant to the Act; (uuuu) "XXXXXXXXXX" means XXXXXXXXXX, as described in subparagraph 46(d) below; (vvvv) "Retained XXXXXXXXXX Businesses" has the meaning assigned by paragraph 89 below; (wwww) "XXXXXXXXXX" means the XXXXXXXXXX, as described in subparagraph 43(m) below; (xxxx) "series of transactions or events" has the meaning assigned by subsection 248(10); (yyyy) "Share Exchange" has the meaning assigned in paragraph 71 below; (zzzz) "XXXXXXXXXX Agreement" means the agreement XXXXXXXXXX described in paragraph 84 below; (aaaaa) "XXXXXXXXXX" means XXXXXXXXXX, as described in clause 43(p)(i) below; (bbbbb) "XXXXXXXXXX" means XXXXXXXXXX, as described in clause 43(r)(iii) below; (ccccc) "specified class" has the meaning assigned by subsection 55(1); (ddddd) "specified shareholder" has the meaning assigned by subsection 248(1) as modified by subsections 55(3.2) and (3.3); (eeeee) "XXXXXXXXXX" means XXXXXXXXXX., as described in subparagraph 43(i) below; (fffff) "XXXXXXXXXX" means XXXXXXXXXX, as described in clause 43(p)(ii) below; (ggggg) "stated capital account" has the meaning assigned by section 26 of the CBCA; (hhhhh) "subsidiary controlled corporation" has the meaning assigned by subsection 248(1); (iiiii) "subsidiary wholly-owned corporation" has the meaning assigned by subsection 248(1); (jjjjj) "taxable Canadian corporation" has the meaning assigned by subsection 89(1); (kkkkk) "taxable dividend" has the meaning assigned by subsection 89(1); (lllll) "XXXXXXXXXX" means XXXXXXXXXX, as described in paragraph 12 below; (mmmmm) "XXXXXXXXXX Loan" means the loan described in paragraph 15 below; (nnnnn) "XXXXXXXXXX Subco" means the Canadian corporation described in paragraph 55 below; (ooooo) "XXXXXXXXXX Subco II" means the Canadian corporation described in paragraph 55 below; (ppppp) "XXXXXXXXXX" means XXXXXXXXXX as described in paragraph 34 below; (qqqqq) Reserved; (rrrrr) "XXXXXXXXXX Note" means the note payable described in paragraph 78 below; (sssss) "XXXXXXXXXX Securities" means the securities described in paragraph 78 below; (ttttt) "XXXXXXXXXX" means XXXXXXXXXX, as described in paragraph 47 below; (uuuuu) Reserved; (vvvvv) "XXXXXXXXXX" means XXXXXXXXXX, as described in paragraph 35 below; (wwwww) "XXXXXXXXXX" means XXXXXXXXXX, as described in paragraph 16 below; (xxxxx) "XXXXXXXXXX Note" means the note payable described in paragraph 16 below; (yyyyy) "Transferred Shares" means the shares described in paragraph 77 below; (zzzzz) "XXXXXXXXXX" means XXXXXXXXXX operating as XXXXXXXXXX, as described in subparagraph 43(l) below; (aaaaaa) "XXXXXXXXXX" means XXXXXXXXXX, as described in paragraph 36 below; (bbbbbb) "XXXXXXXXXX" means XXXXXXXXXX, as described in clause 43(s)(iii) below; (cccccc) "XXXXXXXXXX" means XXXXXXXXXX, as described in paragraph 48 below; (dddddd) "XXXXXXXXXX" means XXXXXXXXXX, as described in subparagraph 46(b) below; (eeeeee) "XXXXXXXXXX" means XXXXXXXXXX, as described in subparagraph 46(b) below; (ffffff) "XXXXXXXXXX" means XXXXXXXXXX, as described in subparagraph 43(h) below; (gggggg) "XXXXXXXXXX" means XXXXXXXXXX, as described in paragraph 21 below; (hhhhhh) "XXXXXXXXXX" means XXXXXXXXXX, as described in subparagraph 43(c) below; (iiiiii) "XXXXXXXXXX" means XXXXXXXXXX, as described in paragraph 7 below; (jjjjjj) "XXXXXXXXXX" means XXXXXXXXXX, as described in paragraph 7 below; (kkkkkk) "XXXXXXXXXX" means XXXXXXXXXX, as described in paragraph 37 below; and (llllll) "XXXXXXXXXX means XXXXXXXXXX, as described in paragraph 38 below. ... As a result of the Investor owning a XXXXXXXXXX % interest in XXXXXXXXXX after the transactions described herein, XXXXXXXXXX cannot hold more than a XXXXXXXXXX % interest in XXXXXXXXXX US Holdco or XXXXXXXXXX Holdco. ...

Partnership B did not have material property other than shares of Holdco (approximately XXXXXXXXXX % of the issued and outstanding shares of Holdco), various inter-entity receivables owing by entities in the DC Group and an interest in XXXXXXXXXX. ... In addition to its partnership interests in Partnership B and Partnership C, before the winding-up of Subco B, Subco B owned a XXXXXXXXXX partnership interest (approximately XXXXXXXXXX %) in Partnership F. 30. ... The fair market value, immediately before the transfer of Distribution Property by DC to Spinco in Paragraph 90(m), of each Participant's Spinco Common Shares, will be equal to the amount determined by the formula: (A x B/C) + D in respect of such Participant, as set out in subparagraph (b)(iii) of the definition of permitted exchange. ...

Partnership B does not have material property other than shares of Holdco (approximately XXXXXXXXXX % of the issued and outstanding shares of Holdco), various inter-entity receivables owing by entities in the DC Group and an interest in XXXXXXXXXX. ... In addition to its partnership interests in Partnership B and Partnership C, Subco B owns a XXXXXXXXXX partnership interest (approximately XXXXXXXXXX %) in Partnership F. 30. ... The fair market value, immediately before the transfer of Distribution Property by DC to Spinco in Paragraph 90(m), of each Participant's Spinco Common Shares, will be equal to the amount determined by the formula: (A x B/C) + D in respect of such Participant, as set out in subparagraph (b)(iii) of the definition of permitted exchange. ...

Pubco subscribed for one Spinco common share for $ XXXXXXXXXX. PROPOSED TRANSACTIONS Internal Funding- Pubco, Canco 1, FA 3, FA 4 and FA 1 19. ...