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The above rulings are given subject to the general limitations and qualifications set forth in Information Circular 70-6R2 dated September 28, 1990, and are binding on Revenue Canada, Taxation, provided that the proposed transactions described herein are completed by XXXXXXXXXX Our rulings are based on the Act in its present form and do not take into consideration any proposed amendments to the Act. ...

"Rating Decline" means at any time within 90 days (which period shall be extended so long as the rating of the Notes is under publicly announced consideration for a possible downgrade by any rating agency) after the date of public notice of a Change of Control, or the intention of XXXXXXXXXX or any person to effect a Change of Control, (i) the rating of the Notes is decreased by any rating agency by one or more gradations and the rating by such rating agency on the Notes following such downgrade is below investment grade, or (ii) a withdrawal of the rating of the Notes by any rating agency. 17.Within XXXXXXXXXX days of the receipt of proceeds from an Asset Sale (as defined in paragraph 21) of an Issuer or certain specified subsidiaries, the Issuers may at their option reduce Senior Debt or acquire a controlling interest in another business, make a capital expenditure or acquire other long-term assets in the same line of business as the Issuers or certain specified subsidiaries were engaged in on the date of the Indenture, or make reasonable business extensions or expansions with the net proceeds from such sale. ...

In our view, the Somers case is different from the situation under consideration in two respects. ...

A commitment fee is described as a charge in consideration for the conditional or firm undertaking to make Partnership capital available to an investee. ...

PROPOSED TRANSACTIONS 1.Managementco #1 will enter into an administration services agreement (the "Agreement") with Canco pursuant to which, in consideration of certain fees, Canco, as an independent contractor, will provide the following, and only the following services: (a) preparing and maintaining all customary financial and accounting books in appropriate form and in sufficient detail to support an annual independent audit of the financial condition of Foreignco #1 and Foreignco #2 in accordance with instructions provided by Managementco #1; (b) making books and records available to audit and answering questions with respect to same; (c) based on accounting records, calculating the fees and expenses of the supervisory directors in connection with attending meetings, non-Canadian taxes, non-Canadian filing fees and other costs and expenses incurred for the account of Foreignco #1 and Foreignco #2 (other than transaction costs and related expenses relating to the investment program); (d) preparing quarterly and annual financial statements for Foreignco #1 and Foreignco #2; (e)computing the market value and net asset value of the assets held by Foreignco #1 and Foreignco #2 each month; (f)calculating proceeds for the redemption of shares of Foreignco #1 and Foreignco #2; (g)calculating the amount of dividends that may be paid by Foreignco #1 and Foreignco #2 in accordance with guidelines provided by Managementco #1; (h)calculating the fees payable to Managing Partnership in accordance with relevant formulae; (i) preparing monthly reports containing statements of net assets and liabilities, operations, changes in net assets and subsidiary or detailed reports, as may be requested by Managementco #1; (j)placing on ledgers any capital information (i.e. share subscription and redemptions) based on information received from Managementco #1; and (k)any other accounting and accounting related functions incidental to the foregoing. 2.Managementco #1 will itself continue to provide all other administrative and clerical services currently provided to Foreignco #1 and Foreignco #2. ...

The Class XXXXXXXXXX shares of XXXXXXXXXX were issued to XXXXXXXXXX as consideration for the transfer by him of XXXXXXXXXX common shares of XXXXXXXXXX to XXXXXXXXXX which had been acquired by XXXXXXXXXX as described in paragraph 2 above. ...

The Investment Advisor deals at arm's length with both the Trustee and the Fund Manager. 5.The Fund is required to pay a single monthly management fee to the Fund Manager (computed with reference to the Fund's Net Asset Value at that time, in accordance with the Trust Indenture) as consideration for the services provided by both the Fund Manager and the Investment Advisor. ...

For greater certainty, no part of the Equalizing Payments will be made as consideration for the use of, or the right to use, any copyright of literary, artistic or scientific work, any patent, trade-mark, design or model, plan, secret formula or process, or for the use of, or the right to use, industrial, commercial or scientific equipment, or for information concerning industrial, commercial or scientific experience. ...

The ruling is based on the Act in its present form and does not take into consideration any proposed amendments to the Act. ...

It acquired its interest in the Partnership for nominal consideration. ...