acquired them in one or more transactions considered to be an adventure or concern in the nature of trade. Certain R esident Holders may, in certain circumstances, make an irrevocable election under subsection 39(4) of the T ax A ct to have their Common Shares, and every ‘‘Canadian security’’ (as defined in the T ax A ct) owned by such R esident Holder in the taxation year of the election and in all subsequent years deemed to be capital property. R esident Holders should consult their own tax advisors for advice as to whether an election under subsection 39(4) is available and/or advisable in their particular circumstances. This summary is not applicable to: (i) a holder of Common Shares that is a ‘‘financial institution’’ (as defined in the T ax Act for the purposes of the market -to-market rules) or a ‘‘specified financial institution’’ (as defined in the T ax Act); (ii) a holder of Common Shares, an interest in which is a ‘‘tax shelter investment’’ for the purposes of the T ax Act; (iii) a Non-R esident Holder who is a non-resident insurer carrying on an insurance business in Canada and elsewhere; (iv) an ‘‘authorized foreign bank’’ (as defined in the T ax Act); or (v) a holder of Common Shares who makes a ‘‘functional currency’’ reporting election under the T ax Act. Such holders should consult their own tax advisors with respect to an investment in Common Shares. This summary is based on the current provisions of the T ax A ct and the regulations thereunder in force at the date hereof, all specific proposals to amend the T ax A ct and regulations thereunder publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the ‘‘T ax P roposals’’), and Counsel’s understanding of the administrative and assessing practices published by the Canada R evenue Agency (‘‘CR A ’’) prior to the date hereof. While this summary assumes that the T ax P roposals will be enacted as currently proposed, no assurance can be given in this respect. This summary is not exhaustive of all possible Canadian federal income tax considerations and, except for any T ax P roposals, does not take into account or anticipate any changes in law, whether by legislative, governmental or judicial decision or action, or any changes in the publicly available administrative and assessing practices of the CR A. This summary does not take into account provincial, territorial, U.S. or other foreign income tax legislation considerations, which may differ significantly from those discussed herein. P rovisions of provincial income tax legislation vary from province to province in Canada and may differ from Canadian federal income tax legislation. This summary is of a general nature only , is not exhaustive of all Canadian federal income tax considerations and is not intended as legal or tax advice to any particular holder of Common Shares and should not be so constr ued. The tax consequences to any particular holder of Common Shares will vary according to that holder’s particular circumstances. Each holder should consult the holder’s own tax advisors with respect to the tax consequences applicable to the holder’s own particular circumstances. T axation of R esident Holders Dividends In the case of a R esident Holder who is an individual (other than certain trusts), any dividends received or deemed to be received on the Common Shares will be required to be included in computing the R esident Holder’s income, and will be subject to the gross-up and dividend tax credit rules applicable to taxable dividends received by an individual from taxable Canadian corporations, including an enhanced gross-up and dividend tax credit in respect of ‘‘eligible dividends’’ designated by Orbit Garant to a R esident Holder. There may be limitations on the ability of Orbit Garant to designate dividends as eligible dividends. T axable dividends received by a R esident Holder that is an individual (other than certain trusts) may give rise to alternative minimum tax under the T ax A ct, depending on the individual’s circumstances. Dividends on the Common Shares received or deemed to be received by a R esident Holder that is a corporation will be included in income and normally will be deductible in computing such corporation’s taxable income. A R esident Holder that is a ‘‘private corporation’’ or a ‘‘subject corporation’’, as such terms are defined in the T ax A ct, may be liable under P art IV of the T ax A ct to pay a refundable tax of 33 1 ? 3 % on dividends received or deemed to be received on the Common Shares to the extent that such dividends are deductible in computing the R esident Holder’s taxable income. This refundable tax generally will be refunded to a R esident Holder that is a corporation at the rate of $1 for every $3 of taxable dividends paid while it is a private corporation. 68