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At that time, the applicable foreign currency exchange rate was US$1 = CDN$XXXXXXXXXX and the Canadian dollar equivalent of US$XXXXXXXXXX was CDN$XXXXXXXXXX; and (b) On XXXXXXXXXX, XXXXXXXXXX Co issued further Public Notes having an aggregate Principal Amount of US$XXXXXXXXXX. At that time, the applicable foreign currency exchange rate was US$1 = CDN$XXXXXXXXXX and the Canadian dollar equivalent of US$XXXXXXXXXX was CDN$XXXXXXXXXX. 9. ...

On XXXXXXXXXX, DC completed the sale of a XXXXXXXXXX% interest in the "XXXXXXXXXX " property located in the XXXXXXXXXX area to XXXXXXXXXX. for consideration consisting of XXXXXXXXXX common shares of XXXXXXXXXX. ... The fair market value, immediately before the transfer described in Paragraph 26 below, of each Participant's shares of the capital stock of Spinco will be equal to the amount determined by the formula: (A x B/C) + D as set out in subparagraph (b)(iii) of the definition "permitted exchange" in subsection 55(1). ...

(e) XXXXXXXXXX an inactive U.S. corporation incorporated under the laws of the State of XXXXXXXXXX owns XXXXXXXXXX % of the outstanding shares of XXXXXXXXXX. ... XXXXXXXXXX is a holding company and owns XXXXXXXXXX % of the issued and outstanding shares of XXXXXXXXXX is a U.S. corporation incorporated under the laws of the State of XXXXXXXXXX carries on the XXXXXXXXXX business in the U.S. for the Opco Group. 10. ...

XXXXXXXXXX The XXXXXXXXXX Partnership will be responsible for expenses related to the XXXXXXXXXX Services that form part of the XXXXXXXXXX Services budget (the "XXXXXXXXXX Expenses"), including any reimbursements (the "XXXXXXXXXX ") of amounts expended by the XXXXXXXXXX on account of the XXXXXXXXXX Fee (as described in Paragraph 38). ... Aco will agree to pay the XXXXXXXXXX Facilitator a Product Procurement Facilitation Fee equal to approximately XXXXXXXXXX % of the XXXXXXXXXX Expenses. ...

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 aggregate FMV, immediately before the transfer of the Newsub Common Shares by Canco to TSub described in Paragraph 80, of the common shares of TCo owned by Forco will be equal to or approximate the amount determined by the formula, on the assumption that Forco is the participant, Canco is the distributing corporation and TCo is the acquiror, (A × B/C) + D as found in subparagraph (b)(iii) of the definition of "permitted exchange" in subsection 55(1). 73. ...