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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. ...

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. ...

To the best of the knowledge of the taxpayers, none of the issues described herein is: (a) in an earlier return; (b) being considered by a tax services office or taxation centre in connection with any tax return previously filed; (c) the subject of any notice of objection or is under appeal; or (d) the subject of a previously issued ruling. ... Any tax accounts such as RDTOH and capital dividend account will not be considered property for this purpose. ...

To the best of your knowledge and that of the taxpayers, none of the issues in this ruling is: (i) in an earlier return of any 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 any of the taxpayers or a related person; (iii) under objection by any of the taxpayers or a related person; (iv) before the courts; or (v) the subject of a ruling previously issued by the Income Tax Rulings Directorate. ... For greater certainty, any tax accounts such as the balance of any RDTOH or CDA will not be considered property for purposes of the proposed transactions described herein. ...

To the best of your knowledge, and that of the above-noted taxpayer, none of the issues involved in this advance income tax ruling are: (i) in an earlier tax return of the above-noted taxpayer 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 above-noted taxpayer or of a related person; (iii) under objection by the above-noted taxpayer 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 previously considered by the Income Tax Rulings Directorate in connection with the above-noted taxpayer 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 the requested rulings is being considered by a tax services office or a taxation centre in connection with a tax return already filed, or is under objection or appeal. ... For greater certainty, any tax accounts, such as the balance of any RDTOH account or capital dividend account of Amalco, will not be considered property for purposes of the proposed transactions described herein. 11.In determining the net fair market value of its cash or near-cash property and investment property immediately before the Butterfly Transfer, liabilities of Amalco will be deducted in the calculation of the net fair market value of each type of property of Amalco in the following manner: (a)current liabilities of Amalco will be allocated to cash or near-cash property; (b)liabilities of Amalco, other than current liabilities, that relate, to a particular property, will then be allocated to the particular property (and effectively to the type to which the particular property belongs) to the extent of its fair market value. ...

You advise that to the best of your knowledge, none of the issues involved in the ruling request is being considered by a Tax Services Office or a Taxation Centre in connection with a tax return already filed and none of the issues is under objection or appeal. ... I.Provided that the Loans sold to Subco by XXXXXXXXXX arose from one or more loans made by XXXXXXXXXX in the course of its money-lending business, all Loans reacquired by XXXXXXXXXX pursuant to the Debt Put/Call Agreement will be considered to have been acquired by XXXXXXXXXX in the ordinary course of its business of lending money for the purposes of paragraphs 20(1)(1) and 20(1)(p) of the Act. ...

To the best of your knowledge and that of the taxpayers involved: (i)none of the issues involved in the requested rulings is being considered by a Tax Services Office or a Taxation Centre in connection with a tax return already filed, and (ii)none of the issues involved in the requested rulings is the subject of any notice of objection or is under appeal. ... For greater certainty, any tax accounts, such as the balance of any RDTOH account or CDA of DC, will not be considered property of DC for purposes of the proposed transactions described herein. 12.DC will transfer one-half of: (a) its cash or near cash property; (b) its investment property; (c) its shares of Subco1; and (d) its demand note receivable from Subco1; to each of Sub-Holdco A and Sub-Holdco B. ...