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LP employs the equivalent of more than five employees full time, taking into consideration the services provided by the employees of FA4. ... Clause 95(2)(b)(i)(B) ensures that the provision, by a foreign affiliate of a taxpayer, of services or of an undertaking to provide services is deemed to be a separate business, other than an active business, carried on by the affiliate, and any income from that business or that pertains to or is incident to that business is deemed to be income from a business other than an active business, to the extent that the amounts paid or payable in consideration for those services or for the undertaking to provide services are deductible, or can reasonably be considered to relate to an amount that is deductible, in computing the foreign accrual property income of a foreign affiliate of any taxpayer of whom the affiliate is a foreign affiliate, or another taxpayer who does not deal at arm's length with the affiliate, or any taxpayer of whom the affiliate is a foreign affiliate. ...

(d) Immediately after the Proposed Transaction in Paragraph 34(c), Newco will redeem the Newco Preferred Shares held by New LP for their redemption amount in consideration for a non-interest-bearing promissory note issued by Newco (the "Newco Note"). ... The Newco Preferred Shares will not, at any time during the implementation of the Proposed Transactions described herein, be: (a) the subject of any undertaking that is referred to in subsection 112(2.2) as a "guarantee agreement"; (b) the subject of a "dividend rental arrangement" as contemplated in subsection 112(2.3) and as defined in subsection 248(1); (c) the subject of any secured undertaking of the type described in paragraph 112(2.4)(a); or (d) issued for consideration that is or includes: (h) an obligation of the type described in subparagraph 112(2.4)(b)(i) or (ii) any right of the type described in subparagraph 112(2.4)(b)(ii). 45. ...

The following transactions will occur on or before XXXXXXXXXX to unwind each loss consolidation arrangement between the Losscos and the Profitcos: (a) The Losscos will contribute capital to the Newcos, in cash, equal to the amount of the accrued and unpaid dividends on the Newco Preferred Shares; (b) Using the capital received from the Losscos, the Newcos will pay, in cash, the balance of the accrued and unpaid dividends on the Newco Preferred Shares to their respective Profitcos; (c) Each respective Profitco will pay in cash to the Losscos all accrued and unpaid interest in respect of the relevant Lossco Loans; (d) The Losscos will repay each of the Newco Loans by assigning the Lossco Loans to the respective Newcos in full satisfaction of the principal amounts due under the respective Newco Loans; (e) Newcos will redeem the Newco Preferred Shares held by the respective Profitcos in consideration for a non-interest bearing demand promissory note issued by the respective Newcos (the "Newco Notes"). ... The Newco Preferred Shares will not at any time during the implementation of the Proposed Transactions be: (a) the subject of any undertaking that is referred to in subsection 112(2.2) as a “guarantee agreement”; (b) the subject of a dividend rental arrangement; (c) the subject of any secured undertaking of the type described in paragraph 112(2.4)(a); or (d) issued for consideration that is or includes: (i) an obligation of the type described in subparagraph 112(2.4)(b)(i), other than an obligation of a corporation that is related (otherwise than by reason of a right referred to in paragraph 251(5)(b)); or (ii) any right of the type described in subparagraph 112(2.4)(b)(ii). 42. ...

The licensing arrangement will be for a period of XXXXXXXXXX years, and S3Co will pay to ACo as consideration, a lump-sum amount. ...