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The trademarks owned by Canadian DC were acquired or developed in connection with the business operations of Canadian DC and are used or held in these business operations. 66. ... In connection with the First Three-Party Share Exchange, Canadian TC will add an amount to the stated capital of the Canadian TC Common Shares not exceeding the aggregate FMV of the Canadian DC Butterfly Shares transferred to Canadian TC. 116. ... 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 in subsequent correspondence and during our various telephone conversations in connection with your request. ... (d) On XXXXXXXXXX, DC sold Real Property 4 and all of the assets used in connection with Real Property 4 (XXXXXXXXXX) to Bco for a price that was equal to the FMV of the transferred assets. ... In connection with the dissolution, DC will distribute all of its assets to Daughter Holdco and Sonco in accordance with their shareholdings. ...

We also acknowledge the information provided in your letters and e-mails of XXXXXXXXXX, and during our various telephone conversations in connection with your ruling request (XXXXXXXXXX). ... SUBCO 5 entered into the XXXXXXXXXX Arrangement with TRUST 1 in connection with TRUST 1's acquisition of XXXXXXXXXX. ... An invoice for our fees in connection with this ruling request will be forwarded to you under separate cover. ...

You have advised that to the best of your knowledge, and that of all the taxpayers involved, none of the issues raised in this letter are being considered by any Tax Service Office ("TSO") and/or Taxation Centre in connection with any tax return already filed by the taxpayers, nor are any of these issues under objection or appeal. ... "Adverse Yield Event" means: (i)any new legislation or any change in any applicable existing or new legislation (and for these purposes "legislation" shall include any order-in-council, regulation, rule, guideline, treaty or directive, whether or not having the force of law) of Canada or any province of Canada (other than any such change which results in a change in any rate of tax, including surtax, applicable to financial institutions or corporations generally), any announcement by any governmental authority, entity or agency (including any central bank or other fiscal or monetary authority or agency) of Canada or any province of Canada regarding the enactment of such new legislation or the making of any such change, any change in the interpretation or administration of any applicable legislation by any governmental authority, entity or agency (including any central bank or other fiscal or monetary authority or agency) of Canada or any province of Canada, or any notice from Revenue Canada that the income tax ruling in respect of these transactions has ceased to be applicable in accordance with its terms for any reason whatsoever; (ii)any judgment or order of a court of competent jurisdiction in Canada or any province of Canada in any matter or case, whether or not an appeal has been instituted and notwithstanding the existence of any right of appeal; (iii)any change in the status of XXXXXXXXXX, as the case may be, (including, without limitation, the loss of its status as a taxable Canadian corporation) under any applicable legislation of Canada or any province of Canada; (iv)any request or direction (whether or not having the force of law) from any authority, entity or agency (including any central bank or other fiscal or monetary authority of agency) in Canada or any province of Canada; (v)any assessment or reassessment of any person for any Canadian federal or provincial tax or both, which, in the sole opinion of any holder of XXXXXXXXXX, as the case may be, has, or may reasonably be expected to have, one or more of the following effects: (vi) requiring such holder, in computing its income subject to tax, to include the amount of any dividends or other distribution, or any part thereof received or receivable or deemed to be received or receivable by such holder, or accrued and unpaid (whether or not declared or set aside) on any of the XXXXXXXXXX, as the case may be, held by such holder, and precluding such holder, in computing its taxable income, from deducting an amount equal to such amount; (vii)precluding such holder, in computing its income subject to tax, from deducting any amount paid or payable on account of interest on any indebtedness or on account of costs and expenses incurred, or considered by the relevant taxing authority to have been incurred, by such holder in connection with, or arising directly or indirectly as a result of, its acquisition or holding or both of any of the XXXXXXXXXX, as the case may be; (viii)imposing upon such holder any tax (other than income tax on any amount described in (vi) and (vii) above), or levying any penalty of other charge, or on in respect of any redemption proceeds or any dividend or other distribution or any part thereof received or receivable or deemed to be received or receivable by such holder, or accrued and unpaid (whether or not declared or set aside), on any of the XXXXXXXXXX, as the case may be, held by such holder or otherwise on or in respect of the acquisition, holding or disposition (excluding any income or capital gains tax in respect of an actual gain on disposition) of any of the XXXXXXXXXX, as the case may be, or any combination of the foregoing; (ix)(A)imposing, modifying or deeming applicable any reserve, liquidity, cash margin, special deposit, deposit insurance or similar requirement against assets held by, or deposits in or for the account of, or in respect of any acquisition of funds or loan by, a Canadian office of such holder; or (B)imposing on such holder, or expecting there to be maintained by such holder, any capital adequacy or additional capital requirement (including without limitation, a requirement that affects such holder's allocation of capital resources to its obligations) in connection with the assets or obligations; and the result of any of the foregoing is to increase the cost to such holder or reduce the income receivable, or the effective return on capital or assets realizable, by such holder with respect to or in connection with any of the XXXXXXXXXX, as the case may be, held by such holder, or to cause such holder to make any payment or forego any interest, fees, dividends, distributions or other return on, or calculated by reference to, any sum received or receivable in connection with any of the XXXXXXXXXX, as the case may be, held by such holder; (x) increasing the after-tax cost by any amount to such holder of holding any of the XXXXXXXXXX, as the case may be, or otherwise decreasing the after-tax return to such holder on any of the XXXXXXXXXX, as the case may be, held by such holder by any amount; (xi)imposing upon such holder any interest, penalty or other charge in respect of any amounts described in subparagraphs (vi), (vii), (viii), (ix) or (x) above; or (xii)making it unlawful or impossible for such holder to continue to hold any of the XXXXXXXXXX, as the case may be, held by such holder or to give effect to its obligations under the transaction documents relating to the issuance and holding of the XXXXXXXXXX, as the case may be; provided that, for the purpose of subparagraphs (vi), (vii), (viii), (x) and (xi) above, it is to be assumed that: (A)the holder referred to therein is, at all relevant times and throughout all relevant periods both taxable and paying tax at the highest Canadian federal corporate tax rate (including federal surtaxes) and the greatest of the maximum rates of provincial corporate tax rate applicable in any province of Canada (including provincial surtaxes) at such times and throughout such periods; and (B)such holder has, as its sole assets, the XXXXXXXXXX, as the case may be, held by it and has revenues, costs and expenses relating only to such XXXXXXXXXX, as the case may be. ...

We understand that, to the best of the knowledge of Target, none of the issues described herein is: a) in an earlier tax return of Target or a related person; b) being considered by a tax services office or taxation centre in connection with any tax return previously filed by Target or a related person; c) under objection by Target or a related person; d) before the courts or under appeal; nor e) the subject of a ruling previously considered by the Income Tax Rulings Directorate. ...

To the best of your knowledge and that of the taxpayers involved, none of the issues involved with this request: a) is under objection or, b) is before the courts or, if a judgement has been issued, the time limit for appeal has not expired, and except as described in paragraphs 16,17, 23 and 24 below, c) is involved in an earlier return of one of the taxpayers or a related person or, d) is being considered by a tax services office or a taxation centre in connection with a tax return already filed by one of the taxpayers or a related person. 2. ...

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) dealt with in an earlier return of the taxpayers or a related person; b) being considered by a tax services office or tax centre in connection with a previously filed tax return of the taxpayers or a related person; c) under objection by one or any of the taxpayers 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; and e) the subject of a ruling previously issued by this Directorate. ...

To the best of your knowledge and that of the taxpayers involved, none of the issues contained in this ruling request are: (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) subject to a ruling previously issued by the Income Tax Rulings Directorate; or (v) before the courts or, if a judgment has been issued, the time limit for appeal to a higher court has expired. ...