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We understand that, to the best of your knowledge, and that of the taxpayers involved, none of the issues described herein is: (i) in an earlier return of the Partnership, any of the Partners or a related person; (ii) being considered by a Tax Services Office or Taxation Centre in connection with a previously filed return of the Partnership, any of the Partners or a related person; (iii) the subject of any notice of objection; (iv) before the courts or, if a judgment has been issued, the time limit for appeal has not expired; or (v) the subject of a previously issued ruling. ... The supply of Professional Services by the Particular Contracting Company to the Partnership as described in the proposed transactions will not be considered the carrying on of a personal services business. ...

(endnote 10) The Court adds USAs' to the legal sources that have to be considered: "it would defy logic to treat de jure control as remaining unaltered by an agreement which, by the very statute which governs the incorporation of the company and the governance thereof by its articles and by-laws, is given the same power as the articles to supersede the statutory provisions for corporate control" (endnote 11). ... In its reasons, the Court only considered the components of the agreement interfering with the exercise of the directors' managerial powers, which could otherwise be included in the articles of incorporation of the corporation, in assessing de jure control of the appellant (endnote 13). ...

To the best of your knowledge and that of the above-referenced taxpayer, none of the issues involved in this ruling is: (i) in an earlier return of the above-referenced taxpayer 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 above-referenced taxpayer or a related person; (iii) under objection by the above-referenced taxpayer or a related person; (iv) before the courts; or (v) the subject of a ruling previously issued by the Income Tax Rulings Directorate. ... For the sake of this definition, direct or indirect ownership is determined based on actual ownership or deemed ownership under the presumptions included in the definition of "specified shareholder" in subsection 248(1); "Paragraph" refers to a numbered paragraph in this advance income tax rulings request; "Parent" means XXXXXXXXXX, a corporation incorporated under the Second Act wholly owned by Aco and continued as a XXXXXXXXXX limited liability company and thereafter amalgamated with Subsidiary#1 prior to the Effective Date; "Plan of Arrangement" means the plan of arrangement substantially in the form of Exhibit C of the Arrangement Agreement and any amendment thereto; "Public Corporation" has the meaning assigned by subsection 89(1); "Purchase Price" means $XXXXXXXXXX per Target Share; "Related" has the meaning assigned by section 251; "Replacement Options" means the options to acquire shares of Bidco (or an Affiliate of Bidco) granted in exchange for Target Options pursuant to the Arrangement Agreement; "Right of Payment" means the right to receive a cash payment issued by Bidco to Management as consideration for each Target Option and Rollover Target RSU as described in Paragraph 33 below; "Rollover Consideration" means collectively the Replacement Options for the Rollover Target Options, an equity interest in Shareholder 1 for the Rollover Target Shares and the Right of Payment totaling approximately $XXXXXXXXXX; "Rollover Target Options" means the Target Options held by Management exchanged for Replacement Options pursuant to the Arrangement Agreement; "Rollover Target RSUs" means the Target RSUs transferred on a taxable basis to Bidco in exchange for the Right of Payment in an amount equal to the Purchase Price, which right is contributed to Shareholder 1 for an equity interest in Shareholder 1; "Rollover Target Shares" means the portion of the Target Shares transferred, on a taxable basis, by Management to Shareholder 7 in exchange for an equity interest in Shareholder 1; "Safe Income on Hand of Target" in respect of particular shares at a particular time means the portion of the unrealized gain inherent in the shares at that time that cannot reasonably be considered to be attributable to anything other than income earned or realized (as determined pursuant to subsection 55(5)), to the extent that it is on hand, by any corporation after 1971 and before the safe-income determination time for the transaction, event or series of transactions or events that includes the Proposed Transactions; "Second Act" means the XXXXXXXXXX; "Second Amalco" means the corporate entity resulting from the Second Amalgamation. ...

You confirm that to the best of your knowledge, none of the issues involved in the ruling request is: (a) in an earlier return of any of Subco, Parentco, A Co or X Entity (collectively, the "Applicants") 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 the Applicants or a related person; (c) under objection by any of the Applicants or a related person; (d) the subject of a ruling previously considered by the Income Tax Rulings Directorate, with the exception of a related prior ruling regarding the tax-exempt status of XXXXXXXXXX ("B Group") and XXXXXXXXXX ("C Group"), and which is relevant to Ruling A, below; nor (e) before the courts or, if a judgment has been issued, the time limit for appeal to a higher court has expired. ...

We understand that, to the best of your knowledge, and that of the taxpayers involved, none of the issues described herein is: (i) in an earlier return of the Partnership, any of the Partners or a related person; (ii) being considered by a Tax Services Office or Taxation Centre in connection with a previously filed return of the Partnership, any of the Partners or a related person; (iii) the subject of any notice of objection; (iv) before the courts or, if a judgment has been issued, the time limit for appeal has not expired; or (v) the subject of a previously issued ruling. ... Provided that the Principal of the Named Partner that provides Professional Services to the Partnership through the Particular Contracting Company would not, but for the existence of the Particular Contracting Company, reasonably be regarded as an officer or employee of the Partnership in respect of those services, then the Particular Contracting Company will not be considered to be carrying on a personal services business. ...

To the best of your knowledge, and that of the taxpayer involved, none of the issues contained herein: (i) is in an earlier return of the taxpayer or a related person; (ii) is being considered by a tax services office or taxation centre 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 judgement has been issued, the time limit for appeal to a higher court has expired; or (v) is the subject of a ruling previously issued by this Directorate. ... For greater certainty, any tax accounts of DC, including the balance of its RDTOH, CDA and any losses available for carry forward, if any, will not be considered property of DC for the purposes of the Proposed Transactions. 18. ...

The CRA is disposed to issue advanced income tax rulings on this question after having considered all the relevant facts. ... Furthermore, it should be noted that, unlike related persons, when it is established that non- related persons are not dealing with each other at arm's length, no subsequent examination can make it possible for these persons to be considered to be acting at arm's length under paragraph 5(3)(b) of the EIA. ii) Under paragraph 5(2)(b) of the EIA, a taxpayer does not occupy an insurable employment in the service of a corporation, if he holds more than 40% of the voting shares of the corporation. ...

To the best of your knowledge and that of the taxpayer involved, none of the issues contained in this ruling request are: (i) dealt with in an earlier return of the taxpayer 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 taxpayer or a related person; (iii) under objection by the taxpayer 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) subject to a ruling previously issued by the Income Tax Rulings Directorate to the taxpayer or a related person. ... C. 1985(5th Supp.) 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; (c) "Administrative Agent" means XXXXXXXXXX; (d) "Applicable Prepayment Premium" means the applicable premium described in 15(b)(iii) below; (e) "Applicable Term Margin" means the applicable interest rate spread described in 15(j) below; (f) "Base Rate" means, in respect of the Term Loans, the higher of (i) the rate of interest publicly announced by XXXXXXXXXX at its principal office in XXXXXXXXXX as its prime rate, and (ii) the federal funds effective rate from time to time plus XXXXXXXXXX%; (g) "Base Rate Loan" means a loan or portion of a loan for which the applicable interest rate is based upon the Base Rate; (h) "Board" means the XXXXXXXXXX; (i) "Borrower" means XXXXXXXXXX, a corporation resident in Canada for purposes of the Act and formed under the laws of Canada; (j) "Closing Date" means the date on which the Term Loans and the initial advance under the Revolving Credit Facility is made; (k) "Collection Account" means the account described in 15(e) below; (l) "Collection Account Deposits" means the amounts to be deposited by the Borrower in the Collection Account; (m) "Company" means the Parent and its subsidiaries, collectively, all of which are involved directly or indirectly in the XXXXXXXXXX industry; (n) "CRA" means the Canada Revenue Agency; (o) "Credit Agreement" means the credit agreement relating to the Facilities; (p) "XXXXXXXXXX" has the meaning set out in 8 below; (q) "EBITDA" means the consolidated earnings of the Parent before interest, taxes, depreciation and amortization as considered in 15(j) and (n) below; (r) "Eurodollar Loan" means a loan or portion of a loan for which the applicable interest rate is based on the Eurodollar Rate; (s) "Eurodollar Rate" means, in respect of the Term Loans, (a) LIBOR divided by (b) XXXXXXXXXX minus Eurocurrency Reserve Requirements; (t) "Eurocurrency Reserve Requirements" means for any day, the aggregate (without duplication) of the maximum rates (expressed as a decimal fraction) of reserve requirements in effect on such day (including, without limitation, basic, supplemental, marginal and emergency reserves) under any regulations of the Board or other governmental authority having jurisdiction with respect thereto dealing with reserve requirements prescribed for Eurocurrency funding maintained by a member bank of the Federal Reserve System; (u) "Facilities" means the financing facilities pursuant to which the Revolving Credit Facility, Term Loan B, and Term Loan C will be offered as described in 13 below; (v) "Guarantors" means the Parent and all of the Parent's present and future direct or indirect subsidiaries (other than the Borrower, and XXXXXXXXXX, a direct subsidiary of the Parent (but not the Borrower)); (w) "Immaterial Subsidiaries" means a subsidiary of the Parent that did not account for at least XXXXXXXXXX% of the consolidated earnings of the Parent before interest and taxes and does not have at least XXXXXXXXXX% of the consolidated assets of the Parent and is not a party in the determination of the borrowing base for purposes of the Revolving Credit Facility; (x) "Interest Period" means with respect to any Eurodollar Loan (a) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such Eurodollar Loan and ending XXXXXXXXXX months thereafter, as selected by the Borrower and (b) thereafter, each period commencing on the last day of the immediately preceding Interest Period applicable to such Eurodollar Loan and ending XXXXXXXXXX months thereafter as selected by the Borrower by irrevocable notice to the Administrative Agent; (y) "Lenders" means the lenders described in 14 below; (z) "Leverage Ratio" means the ratio of the aggregate amount of the loans made pursuant to the Credit Agreement (including unfunded letters of credit) and capital lease obligations of the Parent and its subsidiaries less amounts on deposit in the Collection Account to the EBITDA; (aa) "LIBOR" means London Interbank Offered Rate, which is the rate of interest at which the most creditworthy international banks are willing to lend to each other; (bb) "Loan Parties" means the Borrower and the Guarantors; (cc) "Mandatory Prepayments" means the mandatory prepayments described in 15(c) below; (dd) "Net Asset Proceeds" has the meaning set out in 15(f) below; (ee) "Parent" means XXXXXXXXXX, a corporation resident in XXXXXXXXXX for purposes of the Act and formed under the laws of XXXXXXXXXX; (ff) "Revolving Credit Facility" means the facility described in 13(a) below; (gg) "Term Loan B" means the loan described in 13(b) below; (hh) "Term Loan C" means the loan described in 13(c) below; and (ii) "Term Loans" mean Term Loan B and Term Loan C; FACTS 1. ...

You have confirmed that, to the best of your knowledge and to the knowledge of XXXXXXXXXX ("GERMANCO"), the capital investment company that manages the Funds, none of the issues involved in this ruling request are (i) in an earlier return of a Fund or a related person to the Fund, (ii) being considered by a tax services office or taxation centre in connection with a previously filed tax return of a Fund or a related person to the Fund, (iii) under objection by a Fund or a related person to the Fund, (iv) before the courts, or the subject of a ruling previously issued by the Directorate to a Fund or a person related to the Fund. ... Nothing in this Advance Income Tax Ruling should be construed as implying that we are ruling on, or have considered, or discussed with you any tax consequences relating to the facts and proposed transactions described herein other than those specifically described in the rulings given above. ...

We understand that, to the best of your knowledge and that of the taxpayers involved, none of the issues involved in this Ruling request: (i) is in an earlier return of the taxpayers 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 taxpayers or a related person; (iii) is under objection by the taxpayers 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 a Ruling previously issued by the Directorate. ... Provided it complies with paragraphs 132(6)(b) and (c) of the Act, the REIT will continue to qualify as a registered investment for deferred income plans under paragraph 204.4(2)(c) of the Act at the time immediately after the variation of the REIT Declaration of Trust in order to provide for the Redemption Right, and, as a result, the REIT Units will not be considered to be foreign property within the meaning of subsection 206(1) of the Act. ...