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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. ...

Nothing in this ruling should be construed as implying that CCRA has agreed to or reviewed: (a) the determination of the FMV or the cost amount of any particular asset or the PUC or V-day value of any shares referred to herein; (b) any tax consequences relating to the facts and proposed transactions described herein other than those specifically described in the rulings given above; and (c) the country of residence of Individual A or Individual F for the purposes of the Act or a particular income tax convention which has entered into force between Canada and another country. ...

Aucune convention ou résolution concernant la liquidation de OPCO ou la distribution de ses biens ne prévoiera qu'il y aura annulation par OPCO de ses actions lors de la liquidation. 31. ...

COMMENTS Nothing in this ruling should be construed as implying that the Canada Customs and Revenue Agency has agreed to or reviewed: (a) the country of residence of HoldCo, HoldCo2, XXXXXXXXXXCo or ParentCo for purposes of the Act or a particular income tax convention which has entered into force between Canada and another country; (b) the determination of the FMV or adjusted cost base of any particular asset or share or the PUC of any shares referred to herein; or (c) any tax consequences relating to the facts and proposed transactions described herein other than those specifically described in the rulings given above. ...

With regard to the purchase by XXXXXXXXXX/DC of XXXXXXXXXX/DC Common Shares held by a Dissenting Shareholder as described in Paragraph 24: (1) 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 XXXXXXXXXX/DC 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; (2) subsections 212(2) and 215(1) will apply (subject to the provisions of any applicable income tax convention) to require XXXXXXXXXX/DC to withhold and remit XXXXXXXXXX% of the amount of any such dividend deemed to have been paid to a Dissenting Shareholder who is a non-resident person; and (3) 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 XXXXXXXXXX/DC Common Shares recognized by the Dissenting Shareholder as a result of the purchase of such shares by XXXXXXXXXX/DC. ...