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To the best of your knowledge and that of the parties involved none of the issues contained in this letter: is in an earlier income tax return of the taxpayers or a related person; is being considered by a Tax Services Office or Taxation Centre in connection with a tax return already filed; is under objection by the taxpayers or a related person; or is before the Courts. ... Other than shares of farm co-operatives which it holds in connection with its farming business, the Distributing Corporation will not, prior to undertaking the transactions described below, own shares of any other corporation. 17. ... In respect of the transfer described in the paragraph 31 above, the Distributing Corporation and the Transferee Subsidiary, as the case may be, will jointly elect pursuant to subsection 85(1), in prescribed form and within the time limits prescribed by subsection 85(6), to transfer each asset that is an eligible property, within the meaning of subsection 85(1.1), and that has a FMV in excess of its cost amount to the Distributing Corporation, at an agreed amount that is not less than: (a) the least of the amounts specified in subparagraphs 85(1)(d)(i), (ii) or (iii) in the case of eligible capital property; (b) the least of the amounts specified in subparagraphs 85(1)(e)(i), (ii) or (iii) in the case of depreciable property of a prescribed class; (c) the lesser of the amounts specified in subparagraphs 85(1)(c. 1)(i) or (ii) in the case of capital property (other than depreciable property of a prescribed class), inventory, NISA Fund No. 2, or any other property described in paragraph 85(1)(c. 1); and (d) the amount specified in paragraph 85(l)(c.2) in respect of inventory owned in connection with the carrying on of a business the income from which is calculated on the cash basis and, for greater certainty, this will apply to inventories utilized in the farming business. ...

We also acknowledge the information provided in subsequent correspondence and during our various telephone conversations in connection with your request. We understand that, to the best of your knowledge and that of the taxpayers involved, none of the issues involved in the Request: (i) is in an earlier return of the taxpayer or a related person; (ii) is being considered by a Tax Services Office or Taxation Center in connection with a previously filed tax return of the taxpayer or a related person; (iii) is under objection by the taxpayer or a related person; (iv) is before the courts or, if a judgment has been issued, the time limit for appeal to a higher court has not expired; or (v) is the subject of an advance income tax ruling previously issued by the Directorate. ... An invoice for our fees in connection with this ruling request will be forwarded to you under separate cover. ...

We understand that to the best of your knowledge and that of the Taxpayers, none of the proposed transactions and/or issues involved in this ruling are the same as or substantially similar to transactions and/or issues that are: i. in a previously filed return of the Taxpayers or a related person and; A. 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; B. under objection by the Taxpayers or a related person; C. the subject of a current or completed court process involving the Taxpayers or a related person; or ii. the subject of a ruling previously considered by the Income Tax Rulings Directorate in relation to the Taxpayers or a related person. ... Specifically, the agreed amount under such election in respect of each eligible property so transferred will be within the limits prescribed as follows: a) in the case of depreciable property of a prescribed class, an amount equal to the least of the amounts specified in subparagraphs 85(1)(e)(i), (ii) and (iii); b) in the case of property described in paragraph 85(1)(c.1), an amount equal to the lesser of the amounts specified in subparagraphs 85(1)(c.1)(i) and (ii), and 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). ... An invoice for our fees in connection with this ruling request will be forwarded to you under separate cover. ...

PRELIMINARY MATTERS To the best of your knowledge, and that of the responsible officers of the above-noted taxpayers, none of the proposed transactions or issues involved in this ruling request are the same as or substantially similar to transactions or issues that are: (a) in a previously filed tax return of any of the above-noted taxpayers or a related person and: i. being considered by the CRA in connection with such return; ii. under objection by any of the above-noted taxpayers or a related person; or iii. the subject of a current or completed court process involving any of the above-noted taxpayers or a related person; or (b) the subject of a ruling request previously considered by the Income Tax Rulings Directorate. ... As consideration for the property transferred by DC to TC1 and TC2, each of TC1 and TC2, as the case may be, will issue a number of TC Special Shares to DC which will have an aggregate redemption amount and aggregate FMV equal to the aggregate FMV of such transferred property received by TC1 or TC2, as the case may be, in connection with the transfer. 29. ... An invoice for our fees in connection with this ruling request will be forwarded to you under separate cover. ...

We understand that to the best of your knowledge, and that of the taxpayers involved, none of the matters considered in this ruling request are: a) in an earlier return of the taxpayers or related persons; b) being considered by a tax services office or tax centre in connection with a previously filed tax return of the taxpayers or related persons; c) under objection by the taxpayers or related persons; d) before the courts; or e) the subject of a ruling previously issued by this Directorate to the taxpayers or related persons. ... Subs and GPco 1; (ttt) "Trust Distributable Cash" means all amounts received by the Trust during any period after satisfaction of its interest obligations, if any, and less among other things, amounts that may be paid by the Trust in connection with any repurchases of Trust Units, amounts which the Trust Trustee may reasonably consider necessary to provide for payment of any costs and expenses required for operation of the Trust and amounts for any principal repayments and reserves for any principal repayments in respect of the Trust Notes; (uuu) "Trust Note Indenture" means the trust indenture, dated XXXXXXXXXX, entered into between the Trust and the Note Trustee providing for the issuance of the Trust Notes; (vvv) "Trust Notes" means Series 1 Trust Notes, Series 2 Trust Notes and Series 3 Trust Notes collectively, issued pursuant to the Trust Note Indenture and having the following characteristics: (A) redeemable at any time at the option of the Trust prior to maturity; (B) principal and interest is subordinated to the prior payment in full of the principal and accrued interest on, and all other amounts owing in respect of, all senior indebtedness; and (C) not convertible into or exchangeable for, or provide a holder with, any right to acquire property that is foreign property; (www) "Trust Unit" means a trust unit of the Trust, each such unit representing an equal undivided beneficial interest therein; (xxx) "Trust Unitholder" means a holder of Trust Units; (yyy) "Trust Trustees" means, at a time, an individual or a corporation that is at that time a trustee of the Trust; (zzz) XXXXXXXXXX; and (aaaa) "unit trust" has the meaning assigned by subsection 108(2). ... Pursuant to the terms of the Fund Declaration of Trust, the Fund's operations and activities shall be restricted to: a. investing in securities including those issued by the Trust; b. temporarily holding cash in interest bearing accounts, short-term government debt or investment grade corporate debt for the purposes of paying the expenses of the Fund, paying amounts payable by the Fund in connection with the redemption of any Fund Units and making distributions to Fund Unitholders; c. issuing units or securities convertible into Fund Units; d. issuing debt securities or borrowing funds and pledging securities held by the Fund or any affiliate as security for such debt securities or borrowed funds; e. issuing rights and Fund Units under any unitholder rights plan adopted by the Fund; f. purchasing securities under any issuer bid made by the Fund or pursuant to this Declaration of Trust; g. lending money to the Trust; and h. undertaking such other activities or taking such actions, including investing in securities, as contemplated under this Declaration of Trust or as shall be approved by the Fund Trustees from time to time, provided that the Fund shall not undertake any activities, take any action, or make any investment which would result in the Fund not being considered a "mutual fund trust" for purposes of the Act. 8. ...

You have represented to us that, to the best of your knowledge, none of the issues involved in this ruling request are: (i) dealt with in a previously filed tax return of either of the Taxpayers, or of a person related to either of the Taxpayers; (ii) being considered by a tax services office or a taxation centre in connection with a previously filed tax return of either of the Taxpayers, or of a person related to either of the Taxpayers; (iii) under objection by either of the Taxpayers, or a person related to either of the Taxpayers; (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 considered by the Income Tax Rulings Directorate in connection with either of the Taxpayers, or a person related to either of the Taxpayers. ... If Canco1 does not pay the Forward Purchase Price in cash on the Forward Purchase Date, Canco1’s obligation to pay such Forward Purchase Price shall be set off against the corresponding amount of the New LP Promise to Pay and New LP shall have no further obligation in connection with such repayment of the New LP Promise to Pay; (x) Canco1’s obligations under the Purchase and Forward Repurchase Agreement will be secured in favour of New LP by Canco1 pledging to New LP all of its rights, title and interest in and to the Purchase and Forward Repurchase Agreement, including the New LP Promise to Pay. ... An invoice for our fees in connection with this ruling will be sent to you under separate cover. ...

To the best of your knowledge and that of the taxpayers involved, none of the issues involved with this request: (i) is involved in an earlier return of the taxpayers or a related person; (ii) is being considered by a tax services office or a taxation centre in connection with a tax return already filed by the taxpayer or a related person; (iii) is under objection; or (iv) is before the courts or, if a judgement has been issued, the time limit for appeal has not expired. ... USHoldco and Canco were also incorporated in connection with the acquisition of Targetco. ... In connection with the winding-up of USSubco, USSubco will distribute all of its property to Canco, including all of the issued and outstanding common shares in the capital stock of CanSubco, and all of the liabilities and obligations of USSubco will be assumed by Canco. ...

Notwithstanding Paragraph 35, in the event: (a) the Parent is merged or consolidated with another corporation or entity and, in connection therewith, consideration is received by shareholders of the Parent in a form other than stock or other equity interests of the surviving entity; (b) all or substantially all of the assets of the Parent are acquired by another person; or (c) the reorganization or liquidation of the Parent or the execution by the Parent of a written agreement to undergo an event described in Paragraphs 35(a), (b) or (c), then the Committee may, in its sole discretion, cancel any outstanding Tradable Option or Restricted Stock Unit and pay to the Canadian Participant holding such Tradable Option or Restricted Stock Unit, in cash, the value of such Tradable Option or Restricted Stock Unit based upon the price per share of Shares received or to be received by other shareholders of the Parent in the event, except that the terms of this provision may be varied by the Committee in any particular Written Award Agreement. 37. ... To the best of your knowledge and that of the parties identified above, none of the issues raised in this ruling request are (a) in an earlier return of any of a Canadian Subsidiary or a related person, (b) being considered by a tax services office or taxation centre in connection with a previously filed tax return of any of a Canadian Subsidiary or a related person, (c) under objection by any of a Canadian Subsidiary or a related person, (d) before the courts or, if a judgment has been issued, the time limit for appeal to a higher court has expired, or (e) the subject of a ruling previously issued to any of a Canadian Subsidiary or a related person by the Income Tax Rulings Directorate of the CRA. ... An invoice for our fees in connection with this ruling request will be forwarded to you under separate cover. ...

The funds so borrowed were used in the same manner, by the same parties, and for the same purposes, as described in Paragraphs 20 to 24 in connection with the First Daylight Loan. 26. ... The funds so borrowed were used in the same manner, by the same parties, and for the same purposes, as described in Paragraphs 20 to 25 in connection with the First Daylight Loan and the Second Daylight Loan. 27. ... The funds so borrowed were used in the same manner, by the same parties, and for the same purposes, as described in Paragraphs 20 to 26 in connection with the First Daylight Loan, the Second Daylight Loan, and the Third Daylight Loan. ...

In connection with the winding-up of DC, DC will make the following distributions: a. the TC2 GRIP Note will be distributed to TC2; b. the TC3 GRIP Note will be distributed to TC3; c. the TC4 GRIP Note will be distributed to TC4; d. the TC5 GRIP Note will be distributed to TC5; and e. the TC6 GRIP Note will be distributed to TC6. 36. ... In connection with the winding-up of DC, DC will make the following additional distributions: a. the TC1 Note will be distributed to TC1; b. the TC2 Note will be distributed to TC2; c. the TC3 Note will be distributed to TC3; d. the TC4 Note will be distributed to TC4; e. the TC5 Note will be distributed to TC5; and f. the TC6 Note will be distributed to TC6. 38. ... An invoice for our fees in connection with this ruling request will be forwarded to you under separate cover. ...