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The General Partner will receive an undivided XXXXXXXXXX% interest in the preferred shares distributed, and the Limited Partners will receive an undivided XXXXXXXXXX % interest in the preferred shares distributed. 40. ...

CCo's subscription amount will be $XXXXXXXXXX and its subscription will represent approximately XXXXXXXXXX % of all the issued shares of the Fund. ...

Canco owns approximately XXXXXXXXXX % of the shares of the capital stock of Foreign Affiliate #2, which is a controlled foreign affiliate of Canco. ...

Position: 1 & 2. Yes. 3. Provided that the trustee does not elect under subsection 107(2.001), yes. 4. ...

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. ...