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The authorized capital of Newco will include: (a) voting, common shares with a par value of $XXXXXXXXXX per share; and (b) XXXXXXXXXX non-voting, no par value, redeemable and retractable preferred shares which will be entitled to receive, as and when declared, non-cumulative dividends not exceeding XXXXXXXXXX % per annum of the redemption amount. ...

For the purpose of this paragraph, the expression "approximate that proportion" means that the discrepancy from that proportion, if any, would not exceed XXXXXXXXXX %, determined as a percentage of the FMV of each type of property which Transferee has received as compared to what the Transferee would have received had it received its appropriate pro rata share of the FMV of that type of property. 24. ...

Yours truly, XXXXXXXXXX Section Manager for Division Director International & Trusts Division Income Tax Rulings Directorate Policy and Planning Branch ...

XXXXXXXXXX % of the excess, if any, of the Member's final average earnings over the final average YMPE on such date multiplied by the lesser of: (1) that portion of the Member's Contributory Credited Service accrued after XXXXXXXXXX; and (2) XXXXXXXXXX years minus the Member's years of Contributory Credited Service, if any, accumulated to XXXXXXXXXX. ii. ...

., a taxable Canadian corporation incorporated on XXXXXXXXXX [Business #: XXXXXXXXXX Taxation Centre] and a subsidiary wholly-owned corporation of ForeignCo; (u) "forgiven amount" has the meaning assigned by subsection 80(1) of the Act; (v) "General Partner" means., the general partner of the Limited Partnership; (w) "General Partnership Interest" means the interest of the General Partner in the Limited Partnership entitling General Partner to XXXXXXXXXX% interest in the profits and losses and in the capital of the Limited Partnership remaining after deducting the entitlements of the holders of XXXXXXXXXX Units, if any, and the prior return of the $XXXXXXXXXX entitlement; (x) "Limited Partners" means OpCo, subsequently Amalco, and ForeignCo; (y) "Limited Partnership Agreement" means an agreement to be entered into between General Partner Co. and OpCo as initial limited partner under which the Limited Partnership is constituted and restated with General Partner Co., OpCo and ForeignCo as partners; (z) "ManageCo" means, XXXXXXXXXX, a corporation to be incorporated, the shares of which will be held as described below; (aa) "net capital loss" has the meaning assigned by subsection 111(8) of the Act; (bb) "NewCo means a newly incorporated Canadian subsidiary wholly-owned corporation of ParentCo; (cc) "non-capital loss" has the meaning assigned by subsection 111(8) of the Act; (dd) "OpCo Properties" means the properties of OpCo, including depreciable assets, other capital property, eligible capital property and inventory; (ee) "OpCo" means XXXXXXXXXX, a taxable Canadian corporation incorporated on XXXXXXXXXX [Business No.XXXXXXXXXX Taxation Centre]; (ff) "OpCo Debt" means the indebtedness of OpCo, as described in 14 below; (gg) "OpCo Note" means the non-interest bearing note that will be issued by OpCo to purchase its shares held by ForeignCo; (hh) "paid-up capital" ("PUC") has the meaning assigned by subsection 248(1) of the Act; (ii) "ParentCo" means XXXXXXXXXX, a taxable Canadian corporation constituted under the Company Act, the common shares of which are listed and traded on XXXXXXXXXX Stock Exchange. ...

These rulings are given subject to the limitations and qualifications set forth in Canada Customs & Revenue Agency (the "Agency") Information Circular 70-6R3 dated December 30, 1996, Canada, and are binding upon the Agency provided the Offering is implemented by XXXXXXXXXX. ...

The federal tax account numbers of the parties referred to herein are as follows: Corporate Taxation Centre / Name Account Number Tax Service Office Aco XXXXXXXXXX Bco XXXXXXXXXX Cco XXXXXXXXXX Dco XXXXXXXXXX Eco XXXXXXXXXX Fco XXXXXXXXXX Gco XXXXXXXXXX Hco XXXXXXXXXX Ico XXXXXXXXXX Jco XXXXXXXXXX Kco XXXXXXXXXX Lco XXXXXXXXXX Mco XXXXXXXXXX Nco XXXXXXXXXX Oco XXXXXXXXXX Pco XXXXXXXXXX Qco XXXXXXXXXX Rco XXXXXXXXXX Sco XXXXXXXXXX Tco XXXXXXXXXX Uco XXXXXXXXXX Vco XXXXXXXXXX Wco XXXXXXXXXX Xco XXXXXXXXXX Purpose of the Proposed Transactions The purpose of the proposed transactions is to simplify the corporate structure by eliminating Aco and transfer the employment services directly to the Partnership, thus eliminating the additional administrative effort and costs associated with maintaining Aco; to simplify the planning and administration of each of the Partner Companies by allowing for one allocation of income from the Partnership, rather than an allocation of income from the Partnership and dividend payments to each of the Partner Companies from Aco out of after-tax earnings; and to simplify and facilitate succession planning for the business of the Partnership. ...

Unless otherwise stated, statutory references in this letter are to the Act; "adjusted cost base" (also "ACB") has the meaning assigned by section 54; "controlled foreign affiliate" has the meaning assigned by subsection 95(1); "capital property" has the meaning assigned by section 54; "dividend rental arrangement" has the meaning assigned by subsection 248(1); " FMV" means fair market value; "guarantee agreement" has the meaning assigned by subsection 112(2.2); XXXXXXXXXX "paid-up capital" has the meaning assigned by subsection 89(1); "proceeds of disposition" has the meaning assigned by section 54; "public corporation" has the meaning assigned by subsection 89(1); "stated capital" has the meaning assigned by the XXXXXXXXXX; "taxable Canadian corporation" has the meaning assigned by subsection 89(1); "taxable dividend" has the meaning assigned by subsection 89(1); and "unrelated person" has the meaning assigned by subsection 55(3.01). ...

In XXXXXXXXXX, Dco acquired all of the XXXXXXXXXX was the subject matter of an advance income tax ruling # XXXXXXXXXX issued by the CCRA on XXXXXXXXXX. 13. ...

Consolidated revenues of I Ltd. for the year ended XXXXXXXXXX totaled US $ XXXXXXXXXX with consolidated net earnings amounting to US $XXXXXXXXXX. 5. ...