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On the purchase by DC of the outstanding DC Common Shares held by a Dissenting Shareholder as described in Paragraph 50 (a) subject to the application of subsection 55(2), the Dissenting Shareholder will be deemed by paragraph 84(3)(b) to have received a dividend equal to the amount by which any payment from DC to the Dissenting Shareholder in respect of the purchase of the DC Common Shares held by such Dissenting Shareholder exceeds the paid-up capital of such DC Common Shares immediately prior to the purchase, (b) subsections 212(2) and 215(1) will apply (subject to the provisions of any applicable income tax convention) to require DC to withhold and remit 25 per cent of the amount of any dividend deemed to have been paid as described in (a) to a Dissenting Shareholder who is a non-resident person, and (c) paragraph (j) of the definition of "proceeds of disposition" in section 54 will apply to exclude the amount of the deemed dividend described in (a) from the proceeds of disposition of the DC Common Shares recognized by the Dissenting Shareholder as a result of the purchase of the DC Common Shares held by the Dissenting Shareholder by DC provided that the DC Common Shares were held as capital property by the Dissenting Shareholder. ...

Aucune convention ou résolution concernant la liquidation de PORTCO ou la distribution de ses biens ne prévoira qu'il y aura annulation par PORTCO des actions de son capital-actions lors de la liquidation. 32. ...

With regard to the payment by DC in respect of existing DC Common Shares held by a Dissenting Shareholder as described in Paragraph 19: (a) subject to the application of subsection 55(2), the Dissenting Shareholder will be deemed by paragraph 84(3)(b) to have received a dividend equal to the amount by which any payment from DC to the Dissenting Shareholder in respect of the purchase of such Dissenting Shareholder's DC Common Shares exceeds the paid-up capital of such shares immediately prior to their purchase; (b) subsections 212(2) and 215(1) will apply (subject to the provisions of any applicable income tax convention) to require DC to withhold and remit 25% of the amount of any dividend deemed to have been paid as described in (a) to a Dissenting Shareholder who is a non-resident of Canada; and (c) paragraph (j) of the definition of "proceeds of disposition" in section 54 will apply to exclude the amount of the deemed dividend described in (a) from the proceeds of disposition of the DC Common Shares recognized by the Dissenting Shareholder as a result of such purchase of the DC Common Shares by DC, provided that the shares were held as capital property by the Dissenting Shareholder. ...

.), as amended as at the date hereof, and unless otherwise stated every reference herein to a part, section, subsection, paragraph or subparagraph is a reference to the relevant provision of the Act; (c) “adjusted cost base” has the meaning assigned by section 54; (c.1) “approximate the proportion” means, for the purposes of Paragraph XXXXXXXXXX, a discrepancy from that proportion, if any, that would not exceed XXXXXXXXXX%, determined as a percentage of the FMV of each type of property which Newco has received (or XXXXXXXXXX has retained) as compared to what Newco would have received (or XXXXXXXXXX would have retained) if it had received (or retained) its appropriate pro rata share of the FMV of that type of property; (d) “capital gain” has the meaning assigned by section 39; (e) “capital property” has the meaning assigned by section 54; (f) “CBCA” means the Canada Business Corporations Act; (g) “cost amount” has the meaning assigned by subsection 248(1); (h) “fair market value” means the highest price available in an open and unrestricted market between informed prudent parties acting at arm's length and under no compulsion to act and contracting for a taxable purchase and sale; (i) “fiscal period” has the meaning assigned by subsection 249.1(1); (j) “guarantee agreement” has the meaning assigned by subsection 112(2.2); (k) “net capital loss” has the meaning assigned by subsection 111(8); (l) “New XXXXXXXXXX Common Shares” means the common shares of XXXXXXXXXX issued as a result of the reorganization of the XXXXXXXXXX share capital referred to in Paragraph XXXXXXXXXX; (m) “Newco” means, depending on the context, either the corporation to be incorporated under the CBCA, as described in Paragraph XXXXXXXXXX or the company formed on the amalgamation described in Paragraph XXXXXXXXXX; (n) “Newco Common Shares” means the common shares of Newco; (o) “Newco Preferred Shares” means a class of preferred shares of Newco as described in Paragraph XXXXXXXXXX; (p) XXXXXXXXXX; (q) “paid-up capital” has the meaning assigned by subsection 89(1); (r) “Paragraph” means a numbered paragraph in this letter; (s) “Participant” means each holder of an XXXXXXXXXX Common Share at the time of the exchange described in Paragraph XXXXXXXXXX, other than a holder who dissents to the Plan of Arrangement; (t) “permitted exchange” has the meaning assigned by subsection 55(1); (u) “Plan of Arrangement” means a plan of arrangement under the CBCA to effect the Proposed Transactions; (u.1) “Proposed Transactions” means the transactions described in Paragraphs XXXXXXXXXX; (v) “public corporation” has the meaning assigned by subsection 89(1); (w) “RDTOH” means refundable dividend tax on hand within the meaning of subsection 129(3); (x) XXXXXXXXXX; (y) “XXXXXXXXXX Common Shares” means the XXXXXXXXXX issued and outstanding common shares of XXXXXXXXXX having a paid-up capital of $XXXXXXXXXX; (z) “XXXXXXXXXX Transactions” means the transactions whereby XXXXXXXXXX transferred property to XXXXXXXXXX and XXXXXXXXXX acquired the shares of XXXXXXXXXX from XXXXXXXXXX as described in Paragraph XXXXXXXXXX; (aa) “XXXXXXXXXX” means, depending on the context, either XXXXXXXXXX, a corporation subject to the CBCA and resulting from the merger XXXXXXXXXX or the corporation formed on the amalgamation of XXXXXXXXXX as part of the XXXXXXXXXX Transactions; (bb) “XXXXXXXXXX Common Shares” means the XXXXXXXXXX issued and outstanding Class A common shares of XXXXXXXXXX; (cc) “XXXXXXXXXX Debt” means the indebtedness owing by XXXXXXXXXX to XXXXXXXXXX and described in Paragraph XXXXXXXXXX; (cc.1) “XXXXXXXXXX Group” has the meaning set out in Paragraph XXXXXXXXXX; (dd) “XXXXXXXXXX Preferred Shares” means the XXXXXXXXXX issued and outstanding cumulative redeemable preference shares of XXXXXXXXXX redeemable at $XXXXXXXXXX per share; (ee) “XXXXXXXXXX Special Shares” means a class of preferred shares of XXXXXXXXXX as described in Paragraph XXXXXXXXXX; (ff) “XXXXXXXXXX” means XXXXXXXXXX, a corporation incorporated under the CBCA on XXXXXXXXXX; (gg) XXXXXXXXXX; (hh) XXXXXXXXXX means XXXXXXXXXX, a corporation incorporated under the CBCA on XXXXXXXXXX; (ii) “XXXXXXXXXX Common Shares” means the XXXXXXXXXX issued and outstanding common shares of XXXXXXXXXX; (jj) “Special Share Redemption Amount” means an amount equal to the aggregate fair market value of all issued and outstanding XXXXXXXXXX Common Shares immediately prior to the share exchange referred to in Paragraph XXXXXXXXXX multiplied by the proportion that the net fair market value of the Transferred Property immediately before the distribution referred to in Paragraph XXXXXXXXXX is of the net fair market value of all XXXXXXXXXX property immediately before such distribution, in both cases determined using the rules and principles in Paragraphs XXXXXXXXXX, divided by the number of XXXXXXXXXX Special Shares; (jj.1) “specified investment business” has the meaning assigned by subsection 125(7); (kk) “specified shareholder” has the meaning assigned by subsection 248(1); (ll) XXXXXXXXXX; (ll.1) “tax shield amounts” means any tax attribute (such as undepreciated capital cost, non-capital losses, cumulative eligible capital and resource pools) that would affect the fair market value of the shares of a corporation or the fair market value of the assets of a corporation; (mm) XXXXXXXXXX; (nn) “taxable Canadian corporation” has the meaning assigned by subsection 89(1); (oo) “Transferred Property” means the property that is all of the issued and outstanding shares of XXXXXXXXXX which is to be transferred by XXXXXXXXXX to Newco on the distribution in exchange for the issuance of the Newco Preferred Shares, as described in Paragraph XXXXXXXXXX; (pp) “Treaty” means the Convention as defined in XXXXXXXXXX; and (qq) “wholly-owned corporation” has the meaning assigned by subsection 85(1.3). ...

Holdco Notes; (xx) “Repayment Amended US Holdco Notes” means the additional Amended US Holdco Notes issued by US Holdco to the REIT in payment of the Repaid Portion of the Existing Loans and having an aggregate principal amount equal to the Repaid Portion of the Existing Loans; (yy) “Special Voting Units” means non-participating special voting units of the REIT, which do not entitle the holder to any distribution from, or property of, the REIT and which were created in accordance with the provisions of the REIT Declaration of Trust and includes a fraction of a Special Voting Unit; (zz) “Stapled Unit” means one REIT Unit and one Finance Trust Unit which trade together on the XXXXXXXXXX under the symbol XXXXXXXXXX; (aaa) “Support Agreement” means an agreement between the REIT and Finance Trust made as of XXXXXXXXXX, as amended and restated as of XXXXXXXXXX, among other things, to enable the REIT and Finance Trust to take all such actions and do all such things as are necessary or desirable to ensure that at all times each holder of a particular number of REIT Units holds an equal number of Finance Trust Units; (bbb) “Transferred Portion” of the principal amount of the Existing Loans means the aggregate outstanding principal amount of the Existing Loans at the Effective Time, less the Repaid Portion; (ccc) “Treaty” means the Canada-United States Income Tax Convention; (ddd) “XXXXXXXXXX” means the XXXXXXXXXX Stock Exchange; (eee) “Unitholder” means a holder of a Stapled Unit or, from and after Step 19 of the proposed transactions, a REIT Unitholder; (fff) “Unit Options” means certain outstanding options issued by the REIT under a unit option plan which are exercisable for Stapled Units; (ggg) “US” means the United States of America; (hhh) “US Holdco” means XXXXXXXXXX, a corporation incorporated under the laws of the State of XXXXXXXXXX; (iii) “US Holdco Note Indenture” means a note indenture dated as of XXXXXXXXXX and supplemented by the first supplemental indenture made as of XXXXXXXXXX, between US Holdco, as issuer, and XXXXXXXXXX, as trustee, which provides for the issuance of unsecured subordinated notes, in one or more series, in registered form, denominated in US dollars, as amended, supplemented or amended and restated from time to time; (jjj) “US Holdco Notes” means interest-bearing unsecured subordinated notes, denominated in US dollars and issued by US Holdco pursuant to the US Holdco Note Indenture; and (kkk) “US Portfolio LP” means XXXXXXXXXX, a limited partnership formed under the laws of the Province of XXXXXXXXXX. ...

OPCO, ACO, CCO, BCO, et DCO concluront une convention d'indemnisation afin de s'engager à respecter les dispositions du paragraphe 55(3.1) et indemniser les autres parties qui pourraient subir un dommage en cas de non-respect de cet engagement. ...

With regard to the purchase by C of Existing C Shares held by a Dissenting Shareholder as described in Paragraph 36: (a) subject to the application of subsection 55(2), the Dissenting Shareholder will be deemed by paragraph 84(3)(b) to have received a dividend equal to the amount by which any payment from C to the Dissenting Shareholder in respect of the purchase of such person's shares exceeds the PUC of such shares immediately prior to their purchase; (b) subsections 212(2) and 215(1) will apply (subject to the provisions of any applicable income tax convention) to require C to withhold and remit 25% of the amount of any such dividend deemed to have been paid to a Dissenting Shareholder who is a non-resident person; and (c) paragraph (j) of the definition of "proceeds of disposition" in section 54 will apply to exclude the amount of such deemed dividend from the proceeds of disposition of the Existing C Shares recognized by the Dissenting Shareholder as a result of the purchase of such shares by C provided that the shares were held as capital property by the Dissenting Shareholder. ...

RULINGS Provided that the above statements constitute a complete and accurate disclosure of all the relevant facts, proposed transactions and purposes of the proposed transactions, we rule as follows: A) With regard to the purchase by PUBCO/XXXXXXXXXX of Existing PUBCO/XXXXXXXXXX Shares held by a Dissenting Shareholder as described in Paragraph 59: (a) subject to the application of subsection 55(2), the Dissenting Shareholder will be deemed by paragraph 84(3)(b) to have received a dividend equal to the amount by which any payment from PUBCO/XXXXXXXXXX to the Dissenting Shareholder in respect of the purchase of such person's shares exceeds the PUC of such shares immediately prior to their purchase; (b) subsections 212(2) and 215(1) will apply (subject to the provisions of any applicable income tax convention) to require PUBCO/XXXXXXXXXX to withhold and remit 25% of the amount of any such dividend deemed to have been paid to a Dissenting Shareholder who is a non-resident person; and (c) paragraph (j) of the definition of "proceeds of disposition" in section 54 will apply to exclude the amount of such deemed dividend from the proceeds of disposition of the Existing PUBCO/XXXXXXXXXX Shares recognized by the Dissenting Shareholder as a result of the purchase of such shares by PUBCO/XXXXXXXXXX. ...

Income Tax Convention (1980) (the "Canada- U.S. Treaty") in Canada nor does it carry on business in Canada. ...

B concluront une convention d'indemnisation afin de s'engager à respecter les dispositions du paragraphe 55(3.1) et indemniser les autres parties qui pourraient subir un dommage en cas de non-respect de cet engagement. ...