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You have noted that, to the best of the knowledge of yourselves and that of each of the taxpayers involved, none of the issues raised in this letter are being considered by a Tax Service Office or a Taxation Centre of Revenue Canada 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: a) 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; b) any judgement 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; c) 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”, as that term is defined in subsection 89(1) of the Act) under any applicable legislation of Canada or any province of Canada; d) 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 or agency) in Canada or any province of Canada; or e) any assessment or reassessment of any person for any Canadian federal or provincial tax or both, which, in the sole opinion of any Holder or Beneficial Holder of Class XXXXXXXXXX Special Shares or the Class XXXXXXXXXX Special Shares, as the case may be, has, or may reasonably be expected to have, one or more of the following effects: i) requiring such Holder, in computing its income subject to tax, to include the amount of 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 Class XXXXXXXXXX Special Shares or the Class XXXXXXXXXX Special Shares, as the case may be, owned by such Holder, and precluding such Holder, in computing its income subject to tax, from deducting an amount equal to such amount; ii) 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 and/or holding of any of the Class XXXXXXXXXX Special Shares or the Class XXXXXXXXXX Special Shares, as the case may be; iii) imposing upon such Holder any tax (other than income tax on any amount described in clause (i) or (ii) above), or levying any penalty or other charge, on or 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 Class XXXXXXXXXX Special Shares or the Class XXXXXXXXXX Special Shares, as the case may be, owned 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 other than, in the case of any Holder other than XXXXXXXXXX or any affiliate, as that term is defined in the XXXXXXXXXX Business Corporations Act, of XXXXXXXXXX, any gain realized as a result of exercising rights under any Share Put Agreement, any Debt Put/Call Agreement, the XXXXXXXXXX Put Agreement any letter of credit delivered by XXXXXXXXXX) of any of the Class XXXXXXXXXX Special Shares or the Class XXXXXXXXXX Special Shares, as the case may be, or any combination of the foregoing; iv) 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 requirements 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 Class XXXXXXXXXX Special Shares or the Class XXXXXXXXXX Special Shares, as the case may be, owned 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 Class XXXXXXXXXX Special Shares or the, Class XXXXXXXXXX Special Shares, as the case may be, held by such Holder; v) increasing the after-tax cost by any amount to such Holder of holding any of the Class XXXXXXXXXX Special Shares or the Class XXXXXXXXXX Special Shares, as the case may be, or otherwise decreasing the after-tax return to such Holder on any of the Class XXXXXXXXXX Special Shares or the Class XXXXXXXXXX Special Shares, as the case may be, owned by such Holder by any amount; vi) imposing upon such Holder any interest, penalty or other charge in respect of any amounts described in clauses (i) to(v), above; or vii) making it unlawful or impossible for such Holder to continue to hold any of the Class XXXXXXXXXX Special Shares or the Class XXXXXXXXXX Special Shares, as the case may be, owned by such Holder or to give effect to its obligations under the transaction documents relating to the issuance and holding of the Class XXXXXXXXXX Special Shares or the Class XXXXXXXXXX Special Shares, as the case may be, provided that a) for the purpose of clauses (i) to (vii), above, it is to be assumed that: (1) 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 applicable in any province of Canada (including provincial surtaxes) at such times and throughout such periods; and (2) each Holder has, as its sole asset, the Class XXXXXXXXXX Special Shares or the Class XXXXXXXXXX Special Shares, as the case may be, owned by it and has revenues, costs and expenses, relating only to such Class XXXXXXXXXX Special Shares or Class XXXXXXXXXX Special Shares, as the case may be; and b) each event described in any of subparagraphs (a) to (e), above. shall be deemed to have occurred upon the date such event first has or may have any of the effects described in any of clauses (I) to (vii), above, notwithstanding that such date may precede the date of actual occurrence of such event and any reference to a Holder of Class XXXXXXXXXX Special Shares or Class XXXXXXXXXX Special Shares, as the case may be, shall be a reference to any beneficial and/or registered Holder thereof; and c) any assessment or reassessment referred to in subparagraph (e), above, shall be deemed to include all other assessments or reassessments (for other taxation years and/or other jurisdictions) that may possibly be issued in respect of one or more of the issues contained in such assessment or reassessment. 87. ... Purpose of the Proposed Transactions The Proposed Transactions are considered necessary to allow the debts of the Partnership to be restructured through the issuance of Distress Preferred Shares by XXXXXXXXXX in order to ensure the long-term viability the business currently carried on by the Partnership. ...

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 the above-noted taxpayers or a related person and: i. being considered by the CRA in connection with such return; ii. under objection by the above-noted taxpayers or a related person; or iii. the subject of a current or completed court process involving the above-noted taxpayers or a related person; or (b) the subject of a ruling request previously considered by the Income Tax Rulings Directorate in relation to the taxpayers or a related person. ... As a result of the Amalgamation described in Paragraph 78: a. the provisions of section 87 will apply in respect of Newco, Newco Sub and Amalco; b. provided that the Newco XXXXXXXXXX Shares or Newco XXXXXXXXXX Shares, as the case may be, are held by a particular holder thereof as capital property, the provisions of subsection 87(4) (excluding paragraphs 87(4)(c) to (e)) will apply to such holder, such that the holder will be considered to have received Amalco XXXXXXXXXX Shares or Amalco XXXXXXXXXX Shares, as the case may be, in consideration for the disposition by such holder of the Newco XXXXXXXXXX Shares or Newco XXXXXXXXXX Shares, as the case may be, and will be deemed to have disposed of such Newco XXXXXXXXXX Shares and Newco XXXXXXXXXX Shares, as the case may be, for proceeds of disposition equal to, and to have acquired the Amalco XXXXXXXXXX Shares and Amalco XXXXXXXXXX Shares at a cost equal to, the ACB to the holder of such Newco XXXXXXXXXX Shares or Newco XXXXXXXXXX Shares, respectively, immediately before the Amalgamation; and c. ...

We understand that, to the best of your knowledge and that of the taxpayers involved, none of the issues involved in this ruling request is: (i) dealt with in an earlier return of the taxpayers 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 taxpayers or a related person; (iii) under objection by the taxpayers 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, and (v) the subject of a previous ruling issued to the taxpayers or a related person by the Income Tax Rulings Directorate. ...

We understand that to the best of your knowledge and that of the taxpayers involved, none of the issues involved in the requested ruling is: (i) dealt with in an earlier return of LP, Finco or a related person; (ii) being considered by any tax services office or taxation centre in connection with a tax return already filed; (iii) under objection by LP, Finco or by a related person; (iv) the subject of a previously issued ruling by the Income Tax Rulings Directorate of the CRA to LP, Finco or a related party; nor (v) before the courts or, if a judgment has been issued, the time limit for appeal to a higher court has expired. ...

We understand that none of the issues involved in the ruling request is: (a) dealt with in an earlier return of the General Partner, Producer or that of a related person; (b) being considered by a Tax Services Office or a Tax Centre in connection with a previously filed tax return of the General Partner, Producer or that of a related person; (c) the subject of any notice of objection by the General Partner, Producer or a related person; (d) before the courts or is or has otherwise been under appeal by the General Partner, Producer or a related person; or (e) the subject of a ruling previously issued by the CRA to the General Partner, Producer or a related person. ...

We understand that to the best of your knowledge and that of the taxpayers involved, none of the issues involved in this ruling: (i) is in an earlier return of the taxpayer(s) 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(s) or a related person; (iii) is under objection by the taxpayer(s) 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; and (v) is the subject of a ruling previously issued by the Income Tax Rulings Directorate (other than in the previously issued ruling and supplementary ruling number XXXXXXXXXX and XXXXXXXXXX, respectively). ...

We also took into consideration the additional information provided in your letter dated XXXXXXXXXX, and the email correspondence we have exchanged between XXXXXXXXXX PRELIMINARY MATTERS: To the best of your knowledge, none of the issues involved in this Ruling Request: (a) is in an earlier return of Opco, or a related person; (b) is being considered by a tax services office or a taxation centre in connection with a previously filed tax return of Opco or a related person; (c) is under objection by Opco or a related person; (d) is before the Courts or, if a judgment has been issued, the time limit for appeal to a higher court has expired; and (e) is the subject of a ruling previously issued by the Income Tax Rulings Directorate. ...

We understand that, to the best of your knowledge and that of the taxpayers involved, none of the issues involved in this ruling request is: (a) dealt with in an earlier return of any of the taxpayers 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 taxpayers or a related person, (c) under objection by 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, or (e) the subject of a ruling previously issued to any of the parties or a related person by the Income Tax Rulings Directorate of the Canada Revenue Agency Our understanding of the facts, proposed transactions, other representations and the purpose of the proposed transactions are as follows: DEFINITIONS In this letter, unless otherwise expressly stated, the following terms have the meanings specified hereunder: (a) "ABL Credit Facility" means a senior secured credit facility denominated in XXXXXXXXXX between Opco, as borrower, and certain First Lien Lenders, as lenders. ...

We understand that to the best of your knowledge and that of the taxpayers involved, none of the issues involved in this ruling: (i) is in an earlier return of the taxpayer(s) 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(s) or a related person; (iii) is under objection by the taxpayer(s) 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; and (v) is the subject of a ruling previously issued by the Income Tax Rulings Directorate. ...

To the best of your knowledge, and that of the Taxpayers, none of the issues involved in this advance income tax ruling are: (i) in an earlier tax return of the Taxpayers or of 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 Taxpayers or of a related person; (iii) under objection by the Taxpayers or by 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) the subject of a ruling, other than the Initial Ruling, previously issued to the Taxpayers or a related person by the Income Tax Rulings Directorate. ...