Search - connection

In connection with the Three-Party Share Exchange, TC will add an amount to the stated capital of the TC Common Shares equal to the aggregate stated capital of the DC Preferred Shares transferred to TC. ... As a result of the Three-Party Share Exchange, as described in Paragraph 59: a) the provisions of subsection 84(1) and paragraph 212.1(1.1)(a) will not apply to deem a dividend to be paid by TC, or to be received by Foreign Services; b) the provisions of subsection 212.1(1.1)(b) will apply such that the amount added to the PUC of the TC Common Shares in connection with the Three-Party Share Exchange will not exceed the PUC, immediately before the Three-Party Share exchange, of the DC Preferred Shares transferred to TC; and c) the aggregate cost to TC of the DC Preferred Shares that TC will acquire from Foreign Services in connection with the Three-Party Share Exchange will be equal to the aggregate FMV at the time of such shares. ... An invoice for our fees in connection with this ruling request will be forwarded to you under separate cover. ...

You have noted that, to the best of the knowledge of yourselves and that of each of the taxpayers involved, none of the issues raised in this letter are being considered by a Tax Service Office or a Taxation Centre of Revenue Canada in connection with any tax return already filed by the taxpayers, nor are any of these issues under objection or appeal. ... The principal attributes of the common shares of each XXXXXXXXXX will be as follows: a) the holders of the common shares shall be entitled, subject to the rights, privileges, restrictions and conditions attaching to the applicable Special Shares, to receive any dividend declared by the directors on the common shares; b) in the event of a distribution of the property and assets of the XXXXXXXXXX among its shareholders in connection with the liquidation, dissolution or winding-up of the XXXXXXXXXX, whether voluntary or involuntary, or any other distribution of the property and assets of the XXXXXXXXXX among its shareholders for the purpose of winding up its affairs, the holders of the common shares shall be entitled, subject to the rights, privileges, restrictions and conditions attaching to the applicable Special Shares, to receive the Remaining Property (as defined in subparagraph 63(i), below); and c) each holder of common shares shall be entitled to receive notice of, and to attend, all meetings of shareholders of the XXXXXXXXXX and to vote at such meetings, except meetings at which only holders of a specified class of shares (other than common shares) are entitled to vote. ... Notwithstanding the terms and conditions of any of the Special Shares, or any mandatory redemption of any of the Special Shares that may be required by the Administrative Agent on behalf of the Beneficial Holders, an amount or amounts which, in aggregate, are equal to or greater than the Excess Cash Flow (as defined below) arising in any Fiscal Year shall be applied to redeem Special Shares (and to pay the dividends required in connection with such redemptions) within XXXXXXXXXX after the end of each Fiscal Year. ...

This transaction is not being contemplated in connection with the Proposed Transactions and whether or not it proceeds will not be reliant on whether the Proposed Transactions occur and vice versa. 42. ... The XXXXXXXXXX is not being contemplated in connection with the Proposed Transactions and whether the XXXXXXXXXX proceeds is not reliant on whether the Proposed Transactions occur and vice versa. ... An invoice for our fees in connection with this ruling request will be forwarded to you under separate cover. ...

We also acknowledge the information provided to us in your electronic correspondence and during various telephone conversations (XXXXXXXXXX / XXXXXXXXXX) in connection with your ruling request. We understand that, to the best of your knowledge and that of the taxpayers involved, none of the issues involved in this ruling request is: (i) dealt with in an earlier return of the taxpayers or a related person; (ii) being considered by a tax services office or a taxation centre in connection with a previously filed tax return of the taxpayers or a related person; (iii) under objection by the taxpayers or a related person; (iv) before the courts, or if a judgment has been issued, the time limit for appeal to a higher court has expired, and (v) the subject of a previous ruling issued to the taxpayers or a related person by the Income Tax Rulings Directorate. ... An invoice for our fees in connection with this ruling request will be forwarded to you under separate cover. ...

To the best of your knowledge, and that of the Company, none of the issues involved in the ruling request is: i. in an earlier return of the Company or a related person; ii. being considered by a tax services office or a tax centre in connection with a tax return already filed by the Company or a related person; iii. under objection by the Company or a related person; iv. before the courts or, if a judgment has been issued, the time limit for appeal to a higher court has not expired; and v. the subject of a ruling previously issued by our Directorate to the Company or a related person. ... Definitions In this letter, the following terms have the meaning specified: (a) "Administrator" means the Chief Executive Officer (the "CEO") of the Company who may be assisted in administering the Bonus Plans or the DSU Plans by the President, the most senior officer of the Company responsible for human resources, or such other officer or officers of the Company as the CEO may from time to time designate; (b) "Affiliate" means an affiliate of the Company as that term is defined in paragraph 8(b) of the Agency's Interpretation Bulletin IT-337R4, Retiring Allowances; (c) "Agency" means the Canada Revenue Agency; (d) "Applicable Withholding Taxes" means any and all taxes and other source deductions or other amounts which the Company is required by law to withhold from any amounts to be paid under the Bonus Plans or the DSU Plans; (e) "Award" means a dollar amount awarded under either of the Bonus Plans to a Participant, which dollar amount is converted to RSUs or PRSUs, as the case may be, in accordance with the terms of the particular Bonus Plan; (f) "Award Date" means the date that a Particular Award is granted to a Participant, as specified in the Participation Agreement for the Particular Award; (g) "Board" means the Board of Directors of the Company; (h) "Bonus Plans" means the RSU Plan and the PRSU Plan; (i) "Chairman" means the Chairman of the Board; (j) "Change of Control" means (i) the completion of a transaction involving a merger, amalgamation, consolidation or corporate reorganization of the Company with another entity (XXXXXXXXXX) that: A. results in all Shares issued and outstanding immediately prior to the completion of such transaction constituting less than fifty percent of all voting rights of the surviving entity following completion of the transaction; or B. results in, or is expected to result in, a change of fifty percent or more of the Board following such transaction; or (ii) any other circumstance where an event has occurred, will occur, or is expected to occur that the Board, in its discretion, considers to be a material change in the business or control of the Company; (k) "Committee" means the XXXXXXXXXX of the Board or such other committee (in the case of the Bonus Plans) or such other person or persons (in the case of the DSU Plans) designated by the Board; (l) "DSU" means a notional unit that is issued under the DSU Plan or Amended DSU Plan, including a notional unit issued under the Amended DSU Plan on a conversion of Units, which, under no circumstances, is considered a Share or entitles a DSU Participant to exercise voting rights or any other rights associated with a Share; (m) "DSU Account" means a notional account maintained, or caused to be maintained, by the Company for each DSU Participant, recording at all times the number of DSUs standing to the credit of a particular DSU Participant; (n) "DSU Gross Redemption Value" means the product that results from multiplying the number of DSUs recorded in a DSUs Participant's DSU Account on the Redemption Date by the Redemption Value of the DSUs; (o) "DSU Participant" means an individual to whom DSUs have been credited under the DSU Plan or Amended DSU Plan; (p) "DSU Plan" means the Company's Senior Executive Deferred Share Unit Plan and "DSU Plans" means the DSU Plan and the Amended DSU Plan; (q) "Eligible Person" means any executive of the Company who is invited by the Committee to participate in the DSU Plans; an Eligible Person also includes any director who is entitled to an award under any of the Company's incentive compensation plans in respect of active employment with the Company and who is invited by the Committee to participate in the DSU Plans; (r) "Exchange" means XXXXXXXXXX Stock Exchange; (s) "Fair Market Value" of a Share on a particular day means the average of the high and low prices at which Shares are traded on the Exchange on that day (or, if the Exchange is not open on that day, the most recent day before that day on which the Exchange is open); if the Shares are not listed on the Exchange or are not traded on the Exchange on the relevant day, the Fair Market Value is the value established by the Committee in good faith; (t) "Final Units" means, in respect of a Particular Award under the PRSU Plan, the aggregate of the Year One Units, Year Two Units, and Year Three Units unless a PRSU Participant's employment has been terminated without cause in Year 2 or Year 3, in which case, "Final Units" shall mean only Year One Units (if the PRSU Participant's service terminates in Year Two) or the aggregate of Year One Units and Year Two Units (if the PRSU Participant's service terminates in Year Three); (u) "Gross Redemption Value" in respect of a Particular Award means the product that results from multiplying the number of Units recorded in a Participant's Unit Account in respect of the Particular Award on the Maturity Date of the Particular Award, by the Redemption Value of the Units; (v) "Initial Units" the initial number of notional units allocated to a PRSU Participant under the PRSU Plan in respect of a Particular Award; (w) "XXXXXXXXXX Charter" means the terms of reference or mandate of the Committee, as it may be amended from time to time; (x) "Maturity Date" of a Particular Award under the Bonus Plans means the date which is three years after the Award Date of the Particular Award, or, if the Participant retires, dies or becomes disabled before this date, the date of termination of employment, unless the Committee, in its discretion, chooses an earlier date because of other special circumstances; (y) "PRSU" means a notional unit issued under the PRSU Plan, which, under no circumstances, is considered a Share or entitles a PRSU Participant to exercise voting rights or any other rights associated with a Share, and includes any one or all of Initial Units, Year One Units, Year Two Units, Year Three Units, and Final Units; (z) "PRSU Participant" means an employee of the Company or an Affiliate who has been chosen by the Committee or the Administrator to participate in the PRSU Plan; (aa) "PRSU Plan" means the Company's XXXXXXXXXX Performance Based Restricted Share Unit Plan; (bb) "Participant" means an RSU Participant or a PRSU Participant; (cc) "Participation Agreement" means a written agreement under either of the Bonus Plans between a Participant and the Company, entered into in connection with a Particular Award; (dd) "Particular Award" means an Award made to a Participant under either of the Bonus Plans at a particular time; (ee) "Performance Factor" means the multiple which is determined in the manner set out in the Participation Agreement related to a Particular Award under the PRSU Plan unless the PRSU Plan provides that the Performance Factor will be 100%; the Committee may, in its sole discretion, change the formula to be used in calculating the Performance Factor in Year Two and Year Three of a Particular Award; (ff) "Performance Target" means the performance objective of the Company to be used in determining the Performance Factor, and will either be set out in the Participation Agreement (for purposes of determining the Year One Units) or will be advised to the PRSU Participants (for purposes of determining Year Two and Year Three Units); (gg) "Performance Result" means the Company's actual performance, as determined by the Committee, in any fiscal year, as compared against the Performance Target; (hh) "RSU" means a notional unit issued under the RSU Plan, which, under no circumstances, is considered a Share or entitles an RSU Participant to exercise voting rights or any other rights associated with a Share; (ii) "RSU Participant" means an employee of the Company or an Affiliate who has been chosen by the Committee or the Administrator to participate in the RSU Plan; (jj) "RSU Plan" means the Company's XXXXXXXXXX Restricted Share Unit Plan; (kk) "Redemption Date" means the earlier of: (i) the day after the Termination Date on which a written redemption form is filed by a DSU Participant; and (ii) XXXXXXXXXX of the first calendar year following the calendar year in which the DSU Participant's Termination Date occurs (or if the particular XXXXXXXXXX is not a business day, the first business day thereafter); (ll) "Redemption Value" (i) in respect of Units means the XXXXXXXXXX day average of the high and low prices as quoted on the Exchange for one Share (XXXXXXXXXX) on each of the XXXXXXXXXX consecutive days on which such prices are so quoted immediately preceding the Maturity Date of the Particular Award pursuant to which the Units were allocated; (ii) in respect of DSUs means the Fair Market Value of a Share on the Redemption Date; (mm) "Regulations" means the Income Tax Regulations; (nn) "Share" means a common share of the Company; (oo) "Termination Date" means the earliest date on which both of the following conditions are met by a DSU Participant in the DSU Plan: (1) the DSU Participant has ceased to be employed by the Company or an Affiliate for any reason whatsoever (for this purpose, the last day of active employment is considered the last day of employment regardless of any statutory or common law period of notice of termination of employment); and (2) the DSU Participant is not a member of the Board; (pp) "Unforseeable Emergency" means a severe financial hardship to a Participant resulting from an illness or accident of the Participant, the Participant's spouse, or a dependent of the Participant, loss of the Participant's property due to casualty or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant; (qq) "Unit" means an RSU or a PRSU; (rr) "Unit Account" means a notional account maintained, or caused to be maintained, by the Company for each Participant, recording at all times the number of RSUs or PRSUs, as the case may be, standing to the credit of a particular Participant; (ss) "Year One" means the period of time commencing on the Award Date of a Particular Award and ending 12 months thereafter; (tt) "Year Two" means the period of time commencing 12 months from the Award Date of a Particular Award and ending 12 months thereafter; (uu) "Year Three" means the period of time commencing 24 months from the Award Date of a Particular Award and ending 12 months thereafter; (vv) "Year One Units" means one-third of the Initial Units multiplied by the Performance Factor determined on the first anniversary of the Award Date or by a Performance Factor which is 100% if the PRSU Plan provides that the Performance Factor to be applied in determining any year's PRSUs shall be 100%; (ww) "Year Two Units" means one-third of the Initial Units multiplied by the Performance Factor determined on the second anniversary of the Award Date or by a Performance Factor which is 100% if the PRSU Plan provides that the Performance Factor to be applied in determining any year's PRSUs shall be 100%; and (xx) "Year Three Units" means one-third of the Initial Units multiplied by the Performance Factor determined on the third anniversary of the Award Date or by a Performance Factor which is 100% if the PRSU Plan provides that the Performance Factor to be applied in determining any year's PRSUs shall be 100%. ... The number of additional DSUs credited to a DSU Participant in connection with the payment of dividends on Shares is equal to the actual amount of dividends that would have been paid to the DSU Participant if he or she had held actual Shares rather than DSUs divided by the closing price of a Share on the last business day of the quarter in which the dividends are paid on the Shares. ...

We understand that to the best of your knowledge and that of the taxpayers involved, none of the issues involved in the requested ruling is: (i) dealt with in an earlier return of LP, Finco or a related person; (ii) being considered by any tax services office or taxation centre in connection with a tax return already filed; (iii) under objection by LP, Finco or by a related person; (iv) the subject of a previously issued ruling by the Income Tax Rulings Directorate of the CRA to LP, Finco or a related party; nor (v) before the courts or, if a judgment has been issued, the time limit for appeal to a higher court has expired. ... Definitions: Except as otherwise indicated, the following terms have meanings specified below: (a) "AA Co" means XXXXXXXXXX, the general partner of LP; (b) "A LP" means the XXXXXXXXXX to be formed under the laws of the Province; (c) "Act" means the Income Tax Act, R.S.C. 1985 (5th Suppl.) c.1, as amended to the date hereof, and unless otherwise stated, every reference herein to a part, section, subsection, paragraph, subparagraph or clause is a reference to the relevant provision of the Act; (d) "Arm's Length" has the meaning assigned by section 251 of the Act; (e) "B LP" means the XXXXXXXXXX formed under the laws of the Province; (f) "Bondholders" means the beneficial owners of the Bonds to be issued pursuant to the Trust Indenture; (g) "Bonds" means the Senior Bonds and the Junior Bonds; (h) "Bond Trustee" means XXXXXXXXXX as set out in the Trust Indenture; (i) "C LP" means the XXXXXXXXXX to be formed under the laws of the Province; (j) "Canadian Partnership" has the meaning assigned by subsection 102(1) of the Act; (k) "Charity Trust" means the charitable trust, the terms of which provide that all of the net income of the Charity Trust, after trustees' fees, will be distributed to qualified donees (as defined in the Act) identified in the Charity Trust, on an annual basis in such proportions as the Charity Trustee shall determine; (l) "Charity Trustee" means a licensed Canadian trust company which is the trustee of the Charity Trust; (m) "Construction Period" means the period from Financial Close to the final commercial operation date; (n) "D LP" means the XXXXXXXXXX formed under the laws of the Province; (o) "E LP" means the XXXXXXXXXX to be formed under the laws of the Province; (p) "Electricity Purchase Agreements" means the XXXXXXXXXX; (q) "Encumbrance" means any mortgage, lien, pledge, judgment, execution, charge, security interest, restriction, claim or encumbrance of any nature whatsoever including statutory lien claims or deemed trusts of XXXXXXXXXX; (r) "F LP" means the XXXXXXXXXX formed under the laws of the Province; (s) "Financial Close" means the date upon which all the conditions precedent to the Financial Close are met or waived by the Bond Trustee, the Underwriter and the Financial Guarantor and settlement of funds occurs; (t) "Financial Guarantor" means XXXXXXXXXX; (u) "Financial Guaranty" has the meaning set out in 20 below; (v) "Financing Documents" means: (a) the Senior Bonds and Junior Bonds; (b) the Guaranty Agreement; (c) the Trust Indenture and any Supplemental Indenture; (d) the Security Documents; (e) the Intercreditor Agreement; (f) the credit documentation between Finco, the Limited Partnerships and the General Partners, including the On-Lending Credit Agreements; and (g) the underwriting agreement; (w) "Finco" means XXXXXXXXXX, a taxable Canadian corporation (as defined in subsection 89(1) of the Act) incorporated under the laws of the Province, all of whose shares will be wholly-owned by the Charity Trust; (x) "Guaranty Agreement" means the agreement made between the Financial Guarantor, Finco and the XXXXXXXXXX Entities; (y) "General Partners" means GP and AA Co; (z) "GP" means XXXXXXXXXX; (aa) "XXXXXXXXXX Entities" means the Limited Partnerships and the General Partners; (bb) "XXXXXXXXXX Authority" means the XXXXXXXXXX; (cc) "Intercreditor Agreement" means the agreement made among the Financial Guarantor, the Bond Trustee, Finco and the XXXXXXXXXX Entities; (dd) "Junior Bonds" means the series of subordinated real return bonds in an amount to be determined by the Underwriter; ranking junior to the Senior Bonds and pari passu as among themselves; (ee) "Junior On-lending Credit Agreement" means the junior LP credit agreement to be entered into between Finco, as lender, and LP, as borrower; (ff) XXXXXXXXXX; (gg) "XXXXXXXXXX Projects" means: XXXXXXXXXX; (hh) "LP" means the XXXXXXXXXX formed on XXXXXXXXXX, under the laws of the Province, which changed its name to XXXXXXXXXX prior to the commencement of the Proposed Transactions; (ii) "Limited Partnerships" means the XXXXXXXXXX ("A LP"), the XXXXXXXXXX ("B LP"), the XXXXXXXXXX ("LP"), the XXXXXXXXXX ("C LP"), the XXXXXXXXXX ("D LP"), the XXXXXXXXXX ("E LP") and the XXXXXXXXXX ("F LP"), and "Limited Partnership" means any one of them; (jj) "Major Project Parties" means the XXXXXXXXXX Entities, XXXXXXXXXX Authority, XXXXXXXXXX, and, for so long as they have material obligations outstanding under the construction contract, the contractor in respect of the Projects and the guarantors thereof, if applicable, and a "Major Project Party" means any one of them; (kk) "Material Adverse Effect" means an event or circumstance which has a material and adverse effect on: (i) the ability of any of Finco, or the XXXXXXXXXX Entities to perform (a) their payment obligations under the Financing Documents, (b) their non-payment obligations under the Financing Documents, or (c) their obligations under the Material Project Contracts; or (ii) (a) the enforceability or effectiveness of the interests of the Bondholders, the Bond Trustee or the Financial Guarantor under the Financing Documents; or (b) the assets, properties, operations or condition, financial or otherwise, of Finco and any of the XXXXXXXXXX Entities taken as a whole; (ll) "Material Project Contracts" includes, among others: (i) XXXXXXXXXX; (ii) the construction contract in respect of the Projects; (iii) XXXXXXXXXX; (iv) a participation agreement made between the XXXXXXXXXX and the Limited Partnerships; (v) XXXXXXXXXX; (vi) the licenses of occupation issued by XXXXXXXXXX in relation to the Projects; (vii) XXXXXXXXXX; (viii) XXXXXXXXXX; (ix) insurance coverage with the Bond Trustee as named insured and first loss payee where appropriate, together with mortgage endorsement; (x) any other contracts with respect to which, having regard to the nature of the goods or services or the identity of the contract counterparty, a default by the counterparty thereunder would have a Material Adverse Effect; (xi) any guarantees or credit support provided by the construction guarantor or from the other Major Project Parties in respect of the other Material Project Contracts; (xii) the subleases taken from XXXXXXXXXX; and (xiii) in respect of the licences of occupation any leases, statutory rights of way or similar interests in land obtained in substitution therefor; (mm) "Non-Resident Bondholder" means a Bondholder that is a non-resident of Canada for the purposes of the Act; (nn) "On-lending Credit Agreements" means the Senior On-lending Credit Agreement and the Junior On-lending Credit Agreement; (oo) "Partners" means the General Partners and the limited partners of each of the Limited Partnerships; (pp) "Permitted Investment" means bonds, debentures, notes, bills of exchange, securities, structured deposit note or other evidence of indebtedness issued or guaranteed by: (i) the Government of Canada; (ii) any Province of Canada, provided that such instruments are rated at least R 1(mid) or the equivalent rating from Standard & Poor's Rating Group or Moody's Investors Service Inc.; or (iii) any of the Schedule I Canadian chartered banks having a rating of A+ or better from Standard & Poor's Rating Group or Moody's Investors Service Inc., which are, in each case, short term cash equivalent investments selected by Finco, as applicable, provided that, in the case of instruments described in (iii) above, such instruments shall not have a maturity of greater than XXXXXXXXXX years, and includes the Structured Deposit Note; (qq) "Project LPs" means the A LP, B LP, C LP, D LP, E LP and F LP, and "Project LP" means any one of them; (rr) "Projects" means the XXXXXXXXXX; (ss) "Proposed Transactions" means the transactions described in 11 to 23 below; (tt) "Province" means the province of XXXXXXXXXX; (uu) "Security" means each and every Encumbrance created by, or pursuant to, the Security Documents; (vv) "Security Documents" means: (i) a debenture executed by Finco and a debenture executed by the XXXXXXXXXX Entities, each in favour of the security agent referred to therein, with each such grantor granting a mortgage over all of its present and future real property and interests therein in connection with the Projects, a security interest in all of its present and after-acquired personal property other than certain accounts, and a floating charge over all of its other present and future assets other than certain accounts; (ii) a security agreement executed by the Charity Trust and the Charity Trustee in its capacity as trustee in favour of the security agent for purposes of granting a security interest in all of the grantor's present and future shares and other securities in Finco; a limited recourse guarantee executed by X LP in favour of the Bond Trustee for purposes of guaranteeing all of Finco's obligations under or in respect of the Bonds, the Guaranty Agreement, the Trust Indenture and each Supplemental Indenture; (iii) a security agreement executed by X LP and its general partner in its capacity as general partner in favour of the security agent for purposes of granting a security interest in all of the grantor's present and future units and other securities in LP; (iv) a security agreement executed by LP and its general partner in its capacity as general partner in favour of the security agent for purposes of granting a security interest in all of the grantor's present and future units and other securities in the respective Project LPs; (ww) "Senior Bonds" means: (i) the approximately C$XXXXXXXXXX aggregate face amount of senior real return Series A Bonds; and (ii) the approximately C$XXXXXXXXXX aggregate face amount of senior fixed rate Series B Bonds; ranking pari passu as among themselves; (xx) "Senior On-lending Credit Agreement" means the senior LP credit agreement to be entered into between Finco, as lender, and LP as borrower; (yy) "Structured Deposit Note" means a deposit product issued by the XXXXXXXXXX to LP that provides a fixed rate of return and cash flow customization during the construction period, as selected and structured by LP and which shall be held in the bond proceeds escrow account; (zz) "Supplemental Indenture" means an indenture supplemental to the Trust Indenture entered into among Finco, the Bond Trustee and the XXXXXXXXXX Entities; (aaa) "Trigger Event" includes: (i) failure to meet the annual debt service cover ratio of XXXXXXXXXX and the XXXXXXXXXX account balance is zero; (ii) the independent engineer provides written notice to the Bond Trustee and the Financial Guarantor that there will be insufficient funds to complete construction, or there will be a material delay in construction, meaning a delay of at least XXXXXXXXXX days in the construction schedule; (iii) a material default under any terms of the construction contract in respect of the Projects has occurred and is continuing; (iv) a failure to make a contribution to the major maintenance reserve account held by the Bond Trustee at the prescribed time; and (v) the failure of the Limited Partnerships to pay any required performance liquidated damages under the XXXXXXXXXX; (bbb) "Trust Indenture" means the trust indenture entered into among the Bond Trustee, Finco, and the XXXXXXXXXX Entities, pursuant to which the Bonds will be issued to the Bondholders; (ccc) "Underwriter" means XXXXXXXXXX; (ddd) "U LP" means the XXXXXXXXXX formed on XXXXXXXXXX under the laws of the Province, having XXXXXXXXXX. and X Co as its general partners; (eee) XXXXXXXXXX; (fff) "XXXXXXXXXX Projects" means: XXXXXXXXXX; (ggg) "X Co" means XXXXXXXXXX; and (hhh) "X LP" means XXXXXXXXXX. ... (h) The following are the events of default under the Bonds: (a) non-payment by Finco of required payments on the Bonds on the due date of any amount owed under the Bonds, and such non-payment is not remedied within XXXXXXXXXX business days of the due date; (b) Finco or any of the XXXXXXXXXX Entities voluntarily liquidates, dissolves, or merges or consolidates with any other person; (c) Finco or any of the XXXXXXXXXX Entities suffers an insolvency event; (d) cross-default of Finco's or any of the XXXXXXXXXX Entities' senior indebtedness subject to a de minimis threshold of $XXXXXXXXXX; (e) nationalisation, expropriation, seizure or compulsory acquisition of all or a substantial part of the assets of Finco or any of the XXXXXXXXXX Entities; (f) ceasing to hold any permit, consent or approval (without replacement) if this would have a Material Adverse Effect; (g) specified or material unrectified breach by Finco or any XXXXXXXXXX Entities or any Major Project Party of any provision of the Financing Documents other than non-payment under the Bonds; (h) if (a) any of the Projects is damaged and Finco or the XXXXXXXXXX Entities do not either have funds available to them within XXXXXXXXXX days sufficient to commence the reinstatement of such Project and do not diligently proceed to completion of the reinstatement of the Project in a manner that ensures there is no Material Adverse Effect; (b) any of the Projects is permanently abandoned; or (c) final commercial operation date has not occurred on or before XXXXXXXXXX; (i) if a transaction document to which Finco or an XXXXXXXXXX Entity is a party becomes void or unenforceable and is not replaced within XXXXXXXXXX days or default by Finco or any of the XXXXXXXXXX Entities or any Major Project Party under any of the Material Project Contracts which has a Material Adverse Effect; it is or becomes unlawful for Finco or any of the XXXXXXXXXX Entities or any Major Project Party to perform or comply with any of its obligations under the Material Project Contracts or the Financing Documents and such cessation has or would reasonably be expected to have a Material Adverse Effect; (j) any termination notice is served on Finco or any of the XXXXXXXXXX Entities in respect of any Material Project Contract; (k) breach of a material representation made or deemed to be made by Finco or any XXXXXXXXXX Entity in any transaction document or any document delivered in connection therewith, causing a Material Adverse Effect; (l) judgement rendered against Finco or any of the XXXXXXXXXX Entities in excess of $XXXXXXXXXX which has not been paid or for which adequate security has not been posted; (m) the Security ceasing to be first ranking, subject to the permitted Encumbrances (as defined in the Trust Indenture); (n) the commercial operation date for the XXXXXXXXXX Projects has not occurred by XXXXXXXXXX, or the commercial operation date for the XXXXXXXXXX Projects has not occurred by XXXXXXXXXX; (o) the independent engineer determines that there are insufficient funds to complete construction and within XXXXXXXXXX business days of such determination no remedy or remedial plan to the satisfaction of the Financial Guarantor is in place; (p) if any material provision of the Trust Indenture or any other transaction document does not have effect or ceased to have effect in accordance with its terms or is or becomes void, voidable, illegal or unenforceable or of limited force or Finco or an XXXXXXXXXX Entity claims such to be the case and the relevant matter has or would reasonably be expected to have a Material Adverse Effect; (q) on a calculation date, the annual debt service cover ratio is XXXXXXXXXX or less after all funds in the XXXXXXXXXX reserve account have been depleted; (r) Finco or any of the XXXXXXXXXX Entities fails, refuses or defaults in a material respect in the performance or observance of any of the covenants, agreements or conditions on its part contained in the Trust Indenture or any Supplemental Indenture or in the Guaranty Agreement; (s) if Finco or an XXXXXXXXXX Entity creates or permits to exist any Encumbrance over any of its property or assets, other than a permitted Encumbrance (as defined in the Trust Indenture), and such Encumbrance is not discharged within XXXXXXXXXX days of Finco or the XXXXXXXXXX Entity becoming aware of it; and (t) if Finco fails to deliver the financial statements as required under the Trust Indenture and such failure continues for a period of XXXXXXXXXX days after written notice thereof by the Bond Trustee or the Financial Guarantor. 23. ...

We understand that, to the best of your knowledge and that of the taxpayers, none of the issues involved in the ruling request is: (i) in an earlier tax return of the taxpayers or of any related persons; (ii) being considered by a tax services office or a tax centre in connection with a tax return already filed by the taxpayers or by any related persons; (iii) under objection by the taxpayers or any related persons; (iv) before the courts; or (v) the subject of a ruling previously issued by the Directorate to the taxpayers or to any related persons. ... A subsequent ruling was issued to Trust (ruling 2011-0429611R3 dated XXXXXXXXXX, 2012) in connection with the issuance of Series A Preferred Units and the Trust Amendments. ... A ruling was issued to Trust in connection with the establishment of Partnership (ruling 2006-0177231R3 dated XXXXXXXXXX, 2006). 10. ...

We also acknowledge the information provided by XXXXXXXXXX in the e-mails of XXXXXXXXXX, and during various telephone conversations in connection with your ruling request (XXXXXXXXXX). We understand that to the best of your knowledge and that of the taxpayers involved, none of the issues described herein is: (i) dealt with in an earlier return of the taxpayers or a related person, (ii) being considered by a tax services office or taxation centre in connection with a previously filed tax return of the taxpayers or a related person, (iii) under objection by the taxpayers or a related person, (iv) before the courts or if a judgment has been issued, the time limit for appeal to a higher court has expired, or (v) the subject of a ruling previously issued by the Income Tax Rulings Directorate. ... An invoice for our fees in connection with this ruling request will be forwarded to you under separate cover. ...

To the best of your knowledge and that of the above-referenced taxpayers, none of the issues involved in this ruling is: (a) in an earlier return of the above-referenced taxpayers or related person; (b) being considered by a tax services office or taxation centre in connection with a previously filed tax return of the above-referenced taxpayers or a related person; (c) under objection by the above-referenced taxpayers or a related person; (d) before the courts; or (e) the subject of a ruling previously issued by the Income Tax Rulings Directorate. ... The Agreed Amount in respect of each such Eligible Property will be as follows: (a) in the case of capital property (other than depreciable property), an amount equal to the lesser of the amounts described in subparagraph 85(1)(c.1)(i) and (ii); (b) in the case of depreciable property, an amount not less than the least of the amounts described in subparagraphs 85(1)(e)(i), (ii) and (iii); (c) in the case of farm inventory owned in connection with the farming business carried on by DC, an amount determined in accordance with the formula set out in paragraph 85(1)(c.2) of the Act; and (d) in the case of eligible capital property in respect of a business of DC, an amount not less than the least of the amounts described in subparagraphs 85(1)(d)(i), (ii) and (iii). ... An invoice for our fees in connection with this ruling request will be forwarded to you under separate cover. ...