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We understand that to the best of your knowledge, and that of the taxpayers involved, none of the matters considered in this ruling request is: a) in an earlier return of the taxpayers or related persons; b) being considered by a tax services office or taxation centre in connection with a previously filed tax return of the taxpayers or related persons; c) under objection by the taxpayers or related persons; d) before the courts; or e) the subject of a ruling previously issued by this Directorate to the taxpayers or related persons. ... For the purposes of the Proposed Transactions comprising the Plan of Arrangement, any Dissenting Shareholder will be considered to have ceased to be a shareholder of DC, immediately prior to the Effective Date, such that the DC Common Shares held by the Dissenting Shareholder will no longer be considered to be outstanding for the purpose of the corporate law transactions comprising the Plan of Arrangement. 11. ... Each holder of a DC Warrant that has not expired immediately before the Effective Date will not be considered to have: (a) disposed of such holder's DC Warrants that remained outstanding at the Effective Date; or (b) realized a benefit under subsection 15(1). ...

We understand that to the best of your knowledge and that of XXXXXXXXXX, none of the issues involved in this advance ruling request 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: (a) any tax accounts, such as deferred taxes or balances of any capital losses or non-capital losses of the Consolidated Group, will not be considered to be a property or liability, as the case may be, and (b) any income taxes payable, including any such amounts payable under any proposed assessment, will be classified as a current liability for the purposes of the proposed transactions described herein. 43. ... Other than as described in this ruling request none of these transactions or potential transactions have been considered or are currently being considered in contemplation of the proposed transactions described herein. 64. ...

To the best of your knowledge and that of the above-referenced taxpayer, none of the issues involved in this ruling is: (i) dealt with 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 or appeal by the above-referenced 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) the subject of a ruling previously issued by the Income Tax Rulings Directorate. ... The amalgamation described in Paragraph 54 will, by virtue of subsection 87(1.1), be considered to be an amalgamation under provisions of subsection 87(1), and accordingly: (a) by virtue of paragraph 87(11)(a), Opco will be deemed to have disposed of the shares of Holdco immediately before the amalgamation for proceeds equal to the proceeds that would be determined under paragraph 88(1)(b) if subsections 88(1) and (1.7) applied, with any modifications that the circumstances require, to the amalgamation; (b) by virtue of paragraph 87(11)(b), the cost to Amalco of each capital property of Holdco acquired on the amalgamation will be deemed to be the amount that would have been the cost to Opco of the property if the property had been distributed at that time to Opco on a winding-up of Holdco and subsections 88(1) and (1.7) had applied to the winding-up; (c) by virtue of paragraph 87(4)(a), each shareholder who, immediately before the amalgamation, owned shares of the capital stock of Opco will be deemed to have disposed of the shares for proceeds equal to the ACB of these shares immediately before the amalgamation; (d) paragraphs 87(4)(c), (d) and (e) will not apply; and (e) subsection 87(2.1) will apply. ... For greater certainty, the Proposed Transactions, in and of themselves, will not be considered to result in any disposition to, or increase in interest by, an unrelated person described in subparagraphs 55(3)(a)(i) to (v). ...

We understand that, to the best of your knowledge and that of the taxpayer, none of the issues involved in this ruling request is: (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, and (v) the subject of a previous ruling issued to the taxpayer or a related person by the Income Tax Rulings Directorate. ... As result of the reassessment, US$XXXXXXXXXX of the Existing XXXXXXXXXX Senior Notes is not considered a commercial debt obligation for the purposes of section 80. 14. ... Strategic alternatives considered included non-core asset sales, cost reduction initiatives, refinancing or repayment of debt and issuance of new debt or equity. ...

To the best of your knowledge and that of the above-referenced taxpayer, none of the issues involved in this ruling is: (a) in an earlier return of the above-referenced taxpayer or a related person; (b) 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; (c) under objection by the above-referenced taxpayer or a related person; (d) before the courts; or (e) the subject of a ruling previously issued by the Income Tax Rulings Directorate. ... For greater certainty, the Proposed Transactions, in and by themselves, will not be considered to result in a disposition or increase in interest described in subparagraphs 55(3)(a)(i) to (v) with respect to the dividends deemed to be received by Opco or Opco #3, as described in Ruling A. ... Section 253.1 will apply to the ownership of Operating Partnership LP Units by the Fund such that the Fund will not be considered to carry on any business or other activity of Operating Partnership LP for the purposes of paragraph 132(6)(b), solely because of its acquisition and holding of the Operating Partnership LP Units. ...

You have advised us that to the best of your knowledge and that of the taxpayers involved none of the issues involved in this ruling request are: (i) in an earlier return of the taxpayer or a related person; (ii) being considered by a tax services office ("TSO") or taxation centre ("TC") 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; or (v) the subject of a ruling previously issued by the Income Tax Rulings Directorate. ... For greater certainty, the Proposed Transactions, in and by themselves, will not be considered to result in any disposition or increase in interest described in subparagraphs 55(3)(a)(i) to (v). ... To the extent that Distributing can trace XXXXXXXXXX to its acquisition of the XXXXXXXXXX, Distributing will be considered to have used XXXXXXXXXX to repay XXXXXXXXXX on the repayment of such loan as described in Paragraph 69 within the meaning of subsection 20(3), and therefore, to the extent of such tracing, will be deemed to have used XXXXXXXXXX for the same purposes as XXXXXXXXXX was used. ...

You have advised that to the best of your knowledge, and that of all the taxpayers involved, none of the issues raised in this letter are being considered by any Tax Service Office ("TSO") and/or Taxation Centre in connection with any tax return already filed by the taxpayers, nor are any of these issues under objection or appeal. ... As noted above, XXXXXXXXXX 8.XXXXXXXXXX, under the Act such entities are considered to be related, and consequently, they are deemed not to deal with each other at arm's length. ... "Adverse Yield Event" means: (i)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; (ii)any judgment 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; (iii)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) under any applicable legislation of Canada or any province of Canada; (iv)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 of agency) in Canada or any province of Canada; (v)any assessment or reassessment of any person for any Canadian federal or provincial tax or both, which, in the sole opinion of any holder of XXXXXXXXXX, as the case may be, has, or may reasonably be expected to have, one or more of the following effects: (vi) requiring such holder, in computing its income subject to tax, to include the amount of any dividends 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 XXXXXXXXXX, as the case may be, held by such holder, and precluding such holder, in computing its taxable income, from deducting an amount equal to such amount; (vii)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 or holding or both of any of the XXXXXXXXXX, as the case may be; (viii)imposing upon such holder any tax (other than income tax on any amount described in (vi) and (vii) above), or levying any penalty of other charge, or on 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 XXXXXXXXXX, as the case may be, held 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) of any of the XXXXXXXXXX, as the case may be, or any combination of the foregoing; (ix)(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 requirement 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 XXXXXXXXXX, as the case may be, held 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 XXXXXXXXXX, as the case may be, held by such holder; (x) increasing the after-tax cost by any amount to such holder of holding any of the XXXXXXXXXX, as the case may be, or otherwise decreasing the after-tax return to such holder on any of the XXXXXXXXXX, as the case may be, held by such holder by any amount; (xi)imposing upon such holder any interest, penalty or other charge in respect of any amounts described in subparagraphs (vi), (vii), (viii), (ix) or (x) above; or (xii)making it unlawful or impossible for such holder to continue to hold any of the XXXXXXXXXX, as the case may be, held by such holder or to give effect to its obligations under the transaction documents relating to the issuance and holding of the XXXXXXXXXX, as the case may be; provided that, for the purpose of subparagraphs (vi), (vii), (viii), (x) and (xi) above, it is to be assumed that: (A)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 rate applicable in any province of Canada (including provincial surtaxes) at such times and throughout such periods; and (B)such holder has, as its sole assets, the XXXXXXXXXX, as the case may be, held by it and has revenues, costs and expenses relating only to such XXXXXXXXXX, as the case may be. ...

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 a taxpayer identified in this document or of a related person, (ii) is being considered by any Tax Services Office or Taxation Centre of the Agency in connection with a tax return already filed, (iii) is under objection by a taxpayer identified in this document or by 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, and (v) is the subject of a ruling previously considered by this Directorate. ... A Secured Creditor which is a non-resident of Canada will not be considered not to deal at arm's length with New Debtor or Amalco solely by reason of the rights and the New Instruments acquired by the Secured Creditors pursuant to the Plan. ...

To the best of your knowledge and that of the Applicants involved, none of the issues contained herein: (i) is in an earlier tax return of any of the Applicants 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 any of the Applicants or a related person; (iii) is under objection by any Applicant 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 an advance income tax ruling previously issued by the Income Tax Rulings Directorate XXXXXXXXXX. ... The terms and conditions described in 19(a) above of the Class A shares, the transfer of the Class A shares by LP C, LP D and LP E to Mutual Fund Co as described in 11 and 38 above, the rights to receive payments under the PPA described in 7 above XXXXXXXXXX will not, in and by themselves, result in the Class A shares issued by Opco to LP C, LD D, LP E or LP F as described above being considered taxable preferred shares or short-term preferred shares for purposes of the Act. ... Provided that the Class A shares qualify as XXXXXXXXXX, the Class A shares issued as described above will not be considered tax shelters within the meaning assigned by subsection 237.1(1) of the Act. ...

To the best of your knowledge, and that of the taxpayers involved, none of the issues involved in this ruling request is (i) in an earlier return of one 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 one of the taxpayers or a related person; (iii) under objection by one of 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; 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 non-capital losses and net capital losses will not be considered property in determining the net fair market value of the property of CCo for the purposes of the Proposed Transactions. ... For greater certainty, any tax accounts, such as the balance of any non-capital losses and net capital losses will not be considered property in determining the net fair market value of the property of BCo for the purposes of the Proposed Transactions. ...