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The first payment is to begin on XXXXXXXXXX for the XXXXXXXXXX Loan and on XXXXXXXXXX for the XXXXXXXXXX Loan and the last payments are to be made on XXXXXXXXXX, assuming there are no early repayments; "Ruling" means the XXXXXXXXXX issued by the Government of XXXXXXXXXX with respect to the taxation of ForOp; "XXXXXXXXXX Debt Facility" is the debt facility described in paragraphs 41 to 50 herein; "XXXXXXXXXX Loan" means a loan made under the XXXXXXXXXX Debt Facility agreement; "Subco" means XXXXXXXXXX, a corporation incorporated under the laws of XXXXXXXXXX; "Subco2" means XXXXXXXXXX, a corporation incorporated under the laws of XXXXXXXXXX; "Subsidiary Wholly-owned Corporation" has the meaning assigned by subsection 248(1); "Tax Incentive" means the XXXXXXXXXX tax incentive supporting the XXXXXXXXXX; "Tax Incentive Financing" means the financing program for the Project's XXXXXXXXXX supported by the XXXXXXXXXX and described in paragraphs 33 through 40; "XXXXXXXXXX Investors" XXXXXXXXXX investors that invest in the XXXXXXXXXX; "TCC" has the meaning assigned to "taxable Canadian corporation" by subsection 89(1); "Termination Date" means the on XXXXXXXXXX for both the XXXXXXXXXX Debt and the XXXXXXXXXX Debt; "Treaty" means the convention between Canada and XXXXXXXXXX for the avoidance of the double taxation and the prevention of fiscal evasion with respect to taxes on income and on capital, as amended by the protocol signed XXXXXXXXXX; "Utilisation" means a utilisation of the XXXXXXXXXX Debt Facility or of the XXXXXXXXXX Debt Facility; and "Utilisation Date" means the date on which a Utilisation is, or is to be, made. ...

Further, the words and expressions that are defined for the purposes of the Act and Regulations shall have the same meanings for the purposes hereof; (u) "Suspension Event" means an event determined by the Manager to qualify as a Suspension Event as detailed in section XXXXXXXXXX of the applicable Terms and Conditions of the Pool; (v) "Tax Treaty" means the Canada-Netherlands Income Tax Convention; and (w) "Terms and Conditions" means Terms and Conditions of Management and Custody which is an agreement to be entered into by the Manager, the Depositary and each Participant (separately) with respect to the Pool originating from the execution of the Participant's subscription form to participate in the Pool and forms part of the contractual relationship existing among them. ...

Further, the words and expressions that are defined for the purposes of the Act and Regulations shall have the same meanings for the purposes hereof; (u) "Suspension Event" means an event determined by the Manager to qualify as a Suspension Event as detailed in section XXXXXXXXXX of the applicable Terms and Conditions of the Pool; (v) "Tax Treaty" means the Canada-Netherlands Income Tax Convention; and (w) "Terms and Conditions" means Terms and Conditions of Management and Custody which is an agreement to be entered into by the Manager, the Depositary and each Participant (separately) with respect to the Pool originating from the execution of the Participant's subscription form to participate in the Pool and forms part of the contractual relationship existing among them. ...

Further, the words and expressions that are defined for the purposes of the Act and Regulations shall have the same meanings for the purposes hereof; (u) "Substitute Subscription Amount" means the amount due by a Participant to the Pool in respect of a subscription of Participations in accordance with the Terms and Conditions; (v) "Tax Treaty" means the Canada-Netherlands Income Tax Convention; and (w) "Terms and Conditions" means Terms and Conditions of Management and Custody which is an agreement to be entered into by the Manager, the Depositary and each Participant (separately) with respect to the Pool originating from the execution of the Participant's subscription form to participate in the Pool and forms part of the contractual relationship existing among them. ...

Income Tax Convention (1980). FACTS 1. Sibling 1 and Sibling 2 are adult siblings and residents of Canada for purposes of the Act. ...

The above rulings are based on the law as it presently reads and do not take into account any proposed or future amendments to the Act or the Canada-United States Income Tax Convention (1980) which, if enacted, could have an effect on the rulings provided herein. ...

Our understanding of the facts, proposed transactions and the purpose of the proposed transactions is as follows: Definitions (a) "CRA" means Canada Revenue Agency; (b) "Non-Residentco #1" means XXXXXXXXXX; (c) "Non-Residentco #2" means XXXXXXXXXX; (d) "Non-Residentco #3" means XXXXXXXXXX; (e) "FA#1" means XXXXXXXXXX; (f) "Foreignco #1" means XXXXXXXXXX; (g) "Foreignco #2" means XXXXXXXXXX; (h) "Foreignco #3" means XXXXXXXXXX; (i) "Foreignco #4" means XXXXXXXXXX; (j) "Foreignco #5" means XXXXXXXXXX; (k) "Foreignco #6" means XXXXXXXXXX; (l) "Foreignco #7" means XXXXXXXXXX; (m) "Foreignco #8" means XXXXXXXXXX; (n) "Foreignco #9" means XXXXXXXXXX; (o) "Canco #1" means XXXXXXXXXX; (p) "Canco #2" means XXXXXXXXXX; (q) "Canco #3" means XXXXXXXXXX; (r) "Amalco" means the company formed upon the merger of Foreignco #5 and Foreignco #2; (s) "Exchange" is the XXXXXXXXXX Stock Exchange; (t) "Foreign Country #1" means XXXXXXXXXX; (u) "Foreign Country #2" means XXXXXXXXXX; (v) "Foreign Country #3" means XXXXXXXXXX; (w) "Foreign Country #4" means XXXXXXXXXX; (x) "Province" is XXXXXXXXXX; (y) "State" is the State of XXXXXXXXXX; (z) "Completed Transactions" means the transactions described in paragraphs 23 to 50 below; (aa) "fair market value" ("FMV") means the highest price available in an open and unrestricted market, between informed, prudent parties, acting at arm's length and under no compulsion to act, expressed in terms of cash; (bb) "legal stated capital" means the amount included in the capital account of a corporation under applicable corporate law; (cc) "Treaty" means the 1980 Convention between Canada and the United States of America with Respect to Taxes on Income and Capital as amended by subsequent protocols; (dd) "adjusted cost base" ("ACB") has, by virtue of subsection 248(1), the meaning assigned by section 54 of the Act; (ee) "arm's length" has the meaning assigned by subsection 251(1) of the Act; (ff) "cost amount" has the meaning assigned by subsection 248(1) of the Act; (gg) "exempt surplus" has the meaning assigned by subsection 5907(1) of the Income Tax Regulations (the "Regulations"); (hh) "foreign accrual property income" ("FAPI") has the meaning assigned by subsection 95(1) of the Act; (ii) "foreign affiliate" has, by virtue of subsection 248(1), the meaning assigned by subsection 95(1) of the Act; (jj) "non-resident" has the meaning assigned by subsection 248(1) of the Act; (kk) "paid-up capital" ("PUC") has, by virtue of subsection 248(1), the meaning assigned by subsection 89(1) of the Act; (ll) "principal amount" has the meaning assigned by subsection 248(1) of the Act; (mm) "private corporation" has, by virtue of subsection 248(1), the meaning assigned by subsection 89(1) of the Act; (nn) "proceeds of disposition" has the meaning assigned by section 54 of the Act; (oo) "related persons" or "persons related to each other" has the meaning assigned by subsection 251(2) of the Act; (pp) "series of transaction or events" has the meaning assigned in subsection 248(10) of the Act; (qq) "specified shareholder" has the meaning assigned by subsection 248(1) of the Act and, where applicable, as modified by subparagraph 88(1)(c.2)(iii) of the Act; (rr) "taxable Canadian corporation" has, by virtue of subsection 248(1), the meaning assigned by subsection 89(1) of the Act; (ss) "taxable Canadian property" has the meaning assigned by subsection 248(1) of the Act; (tt) "taxable dividend" has the meaning assigned by subsection 89(1) of the Act; and (uu) "taxable surplus" has the meaning assigned by subsection 5907(1) of the Regulations. ...

.), c.1, as amended (the "Act"); "adjusted cost base" has the meaning assigned by section 54 of the Act; "agreed amount" has the meaning assigned by subsection 85(1) of the Act; XXXXXXXXXX "Canco" means XXXXXXXXXX; "capital property" has the meaning assigned by section 54 of the Act; "CBCA" means the Canada Business Corporations Act, and where applicable, its predecessor statutes; "connected" has the meaning assigned by subsection 186(4) of the Act; "cost amount" has the meaning assigned by subsection 248(1) of the Act; "depreciable property" has the meaning assigned by subsection 13(21) of the Act; "dividend refund" has the meaning assigned by subsection 129(1) of the Act; "dividend rental arrangement" has the meaning assigned by subsection 248(1) of the Act; "eligible property" has the meaning assigned by subsection 85(1.1) of the Act; "exempt surplus" has the meaning assigned by paragraph 5907(1)(d) of the Regulations; "FA" means XXXXXXXXXX, a corporation incorporated under the laws of XXXXXXXXXX; "foreign affiliate" has the meaning assigned by subsection 95(1) of the Act; "guarantee agreement" has the meaning assigned by subsection 112(2.2) of the Act; "Holdco1" means XXXXXXXXXX, a company incorporated under the XXXXXXXXXX; "Holdco2" means XXXXXXXXXX, a company incorporated under the XXXXXXXXXX; "Itar" refers to the Income Tax Application Rules; "Middleco" means XXXXXXXXXX; "Opco" means XXXXXXXXXX, a company incorporated under the laws of Canada and engaged in the business of XXXXXXXXXX; "paid-up capital" has the meaning assigned by subsection 89(1) of the Act; "Parentco" means XXXXXXXXXX, a corporation that was incorporated under the laws of XXXXXXXXXX; "private corporation" has the meaning assigned by subsection 89(1) of the Act; "proceeds of disposition" has the meaning assigned by section 54 of the Act; "refundable dividend tax on hand" has the meaning assigned by subsection 129(3) of the Act; "Regulations" means the Income Tax Regulations, Consolidated Regulations of Canada, 1978, c.945, as amended; "related" has the meaning assigned by section 251 of the Act; "restricted financial institution" has the meaning assigned by subsection 248(1) of the Act; "Retained Division" refers to those operations of Canco relating to the manufacture and sale in Canada of XXXXXXXXXX "specified financial institution" has the meaning assigned by subsection 248(1) of the Act; "specified person" has the meaning assigned by paragraph (h) of the definition "taxable preferred share" in subsection 248(1) of the Act; "subsidiary wholly-owned corporation" has the meaning assigned by subsection 248(1) of the Act; "Target Division" refers to those operations of Canco relating to the manufacture and sale in Canada of XXXXXXXXXX "taxable Canadian corporation" has the meaning assigned by subsection 89(1) of the Act; "taxable Canadian property" has the meaning assigned by paragraph 115(1)(b) of the Act; "taxable dividend" has the meaning assigned by subsection 89(1) of the Act; "term preferred share" has the meaning assigned by subsection 248(1) of the Act; and "Treaty" means the Convention between Canada and the United States of America with Respect to Taxes on Income and on Capital, signed on September 26, 1980, as amended by the Protocols signed on June 14, 1983, March 28, 1984 and March 17, 1995. ...

.), as amended as at the date hereof, and unless otherwise stated every reference herein to a part, section, subsection, paragraph or subparagraph is a reference to the relevant provision of the Act; (c) “adjusted cost base” has the meaning assigned by section 54; (d) “approximate the proportion” means, for the purposes of Paragraph XXXXXXXXXX, a discrepancy from that proportion, if any, that would not exceed XXXXXXXXXX%, determined as a percentage of the FMV of each type of property which XXXXXXXXXX Newco has received (or XXXXXXXXXX has retained) as compared to what XXXXXXXXXX Newco would have received (or XXXXXXXXXX would have retained) if it had received (or retained) its appropriate pro rata share of the FMV of that type of property; (e) “capital gain” has the meaning assigned by section 39; (f) “capital property” has the meaning assigned by section 54; (g) “CBCA” means the Canada Business Corporations Act; (h) “cost amount” has the meaning assigned by subsection 248(1); (i) “fair market value” means the highest price available in an open and unrestricted market between informed prudent parties acting at arm's length and under no compulsion to act and contracting for a taxable purchase and sale; (j) “fiscal period” has the meaning assigned by subsection 249.1(1); (k) “guarantee agreement” has the meaning assigned by subsection 112(2.2); (l) “net capital loss” has the meaning assigned by subsection 111(8); (m) “New XXXXXXXXXX Common Shares” means a common share of XXXXXXXXXX issued as a result of the reorganization of XXXXXXXXXX share capital referred to in Paragraph XXXXXXXXXX; (n) XXXXXXXXXX; (o) “paid-up capital” has the meaning assigned by subsection 89(1); (p) “Paragraph” means a numbered paragraph in this letter; (q) “permitted exchange” has the meaning assigned by subsection 55(1); (r) “Proposed Transactions” means the transactions described in Paragraphs XXXXXXXXXX; (s) “public corporation” has the meaning assigned by subsection 89(1); (t) “RDTOH” means refundable dividend tax on hand within the meaning of subsection 129(3); (u) XXXXXXXXXX; (v) “XXXXXXXXXX Transactions” means the transactions whereby XXXXXXXXXX transferred property to XXXXXXXXXX and XXXXXXXXXX acquired the shares of XXXXXXXXXX from XXXXXXXXXX as described in Paragraph XXXXXXXXXX; (w) “XXXXXXXXXX” means, depending on the context, either XXXXXXXXXX, a corporation subject to the CBCA and resulting from the merger of XXXXXXXXXX, or the corporation formed on the amalgamation of XXXXXXXXXX as part of the XXXXXXXXXX Transactions; (x) “XXXXXXXXXX Common Shares” means the XXXXXXXXXX issued and outstanding Class A common shares of XXXXXXXXXX; (y) “XXXXXXXXXX Debt” means the indebtedness owing by XXXXXXXXXX to XXXXXXXXXX and described in Paragraph XXXXXXXXXX; (z) “XXXXXXXXXX Preferred Shares” means the XXXXXXXXXX issued and outstanding cumulative redeemable preference shares of XXXXXXXXXX redeemable at $XXXXXXXXXX per share; (aa) “XXXXXXXXXX” means XXXXXXXXXX, a corporation incorporated under the CBCA on XXXXXXXXXX, including, where applicable, the corporation formed by the amalgamation, as described in advance income tax ruling 3-981307, of XXXXXXXXXX and a new corporation to be incorporated under the CBCA; (bb) “XXXXXXXXXX Newco” means a corporation to be incorporated under the CBCA, as described in Paragraph XXXXXXXXXX; (cc) “XXXXXXXXXX Newco Common Shares” means the common shares of XXXXXXXXXX Newco; (dd) “XXXXXXXXXX Newco Preferred Shares” means a class of preferred shares of XXXXXXXXXX Newco as described in Paragraph XXXXXXXXXX; (ee) “XXXXXXXXXX Special Shares” means a class of preferred shares of XXXXXXXXXX as described in Paragraph XXXXXXXXXX; (ff) “XXXXXXXXXX Special Share Redemption Amount” means an amount equal to the aggregate fair market value of all issued and outstanding XXXXXXXXXX Common Shares, immediately prior to the share exchange referred to in Paragraph XXXXXXXXXX, multiplied by the proportion that the net fair market value of all XXXXXXXXXX Transferred Property immediately before the distribution referred to in Paragraph XXXXXXXXXX, is of the fair market value of all the property of XXXXXXXXXX before such distribution, in both cases determined using the rules and principles described in Paragraphs XXXXXXXXXX, divided by the number of XXXXXXXXXX Special Shares; (gg) “XXXXXXXXXX Transferred Property” means the property that is all of the issued and outstanding shares of XXXXXXXXXX owned by XXXXXXXXXX immediately before the transfer described in Paragraph XXXXXXXXXX, which shares are to be transferred by XXXXXXXXXX to XXXXXXXXXX Newco on the distribution, in exchange for the issuance of the XXXXXXXXXX Newco Preferred Shares, as described in Paragraph XXXXXXXXXX; (hh) XXXXXXXXXX; (ii) XXXXXXXXXX means XXXXXXXXXX, a corporation incorporated under the CBCA on XXXXXXXXXX; (ii.1) XXXXXXXXXX has the meaning set out in Paragraph XXXXXXXXXX; (jj) “XXXXXXXXXX Common Shares” means the XXXXXXXXXX issued and outstanding common shares of XXXXXXXXXX; (kk) “specified shareholder” has the meaning assigned by subsection 248(1); (kk.1) “specified investment business” has the meaning set out in subsection 125(7); (ll) XXXXXXXXXX; (mm) XXXXXXXXXX; (nn) “tax shield amounts” means any tax attribute (such as undepreciated capital cost, non-capital losses, cumulative eligible capital and resource pools) that would affect the fair market value of the share of a corporation on the fair market value or the assets of a corporation; (oo) “taxable Canadian corporation” has the meaning assigned by subsection 89(1); (pp) “Treaty” means the Convention as defined inXXXXXXXXXX; and (qq) “wholly-owned corporation” has the meaning assigned by subsection 85(1.3). ...

.), as amended as at the date hereof, and unless otherwise stated every reference herein to a part, section, subsection, paragraph or subparagraph is a reference to the relevant provision of the Act; (c) “adjusted cost base” has the meaning assigned by section 54; (d) “approximate the proportion” means, for the purposes of Paragraph XXXXXXXXXX, a discrepancy from that proportion, if any, that would not exceed XXXXXXXXXX%, determined as a percentage of the FMV of each type of property which XXXXXXXXXX Newco has received (or XXXXXXXXXX has retained) as compared to what XXXXXXXXXX Newco would have received (or XXXXXXXXXX would have retained) if it had received (or retained) its appropriate pro rata share of the FMV of that type of property; (e) “capital gain” has the meaning assigned by section 39; (f) “capital property” has the meaning assigned by section 54; (g) “CBCA” means the Canada Business Corporations Act; (h) “cost amount” has the meaning assigned by subsection 248(1); (i) “fair market value” means the highest price available in an open and unrestricted market between informed prudent parties acting at arm's length and under no compulsion to act and contracting for a taxable purchase and sale; (j) “fiscal period” has the meaning assigned by subsection 249.1(1); (k) “guarantee agreement” has the meaning assigned by subsection 112(2.2); (l) “net capital loss” has the meaning assigned by subsection 111(8); (m) “New XXXXXXXXXX Common Shares” means a common share of XXXXXXXXXX issued as a result of the reorganization of XXXXXXXXXX share capital referred to in Paragraph XXXXXXXXXX; (n) XXXXXXXXXX; (o) “paid-up capital” has the meaning assigned by subsection 89(1); (p) “Paragraph” means a numbered paragraph in this letter; (q) “permitted exchange” has the meaning assigned by subsection 55(1); (r) “Proposed Transactions” means the transactions described in Paragraphs XXXXXXXXXX; (s) “public corporation” has the meaning assigned by subsection 89(1); (t) “RDTOH” means refundable dividend tax on hand within the meaning of subsection 129(3); (u) XXXXXXXXXX; (v) “XXXXXXXXXX Common Shares” means the XXXXXXXXXX issued and outstanding common shares of XXXXXXXXXX; (w) “XXXXXXXXXX Newco” means a corporation to be incorporated under the CBCA, as described in Paragraph XXXXXXXXXX; (x) “XXXXXXXXXX Newco Common Shares” means the common shares of XXXXXXXXXX Newco; (y) “XXXXXXXXXX Newco Preferred Shares” means a class of preferred shares of XXXXXXXXXX Newco, as described in Paragraph XXXXXXXXXX; (z) “XXXXXXXXXX Special Shares” means a class of preferred shares of XXXXXXXXXX as described in Paragraph XXXXXXXXXX below; (aa) “XXXXXXXXXX Special Share Redemption Amount” means an amount equal to the aggregate fair market value of all issued and outstanding XXXXXXXXXX Common Shares, immediately prior to the share exchange referred to in Paragraph XXXXXXXXXX, multiplied by the proportion that the net fair market value of the XXXXXXXXXX Transferred Property immediately before the distribution referred to in Paragraph XXXXXXXXXX is of the net fair market value of all XXXXXXXXXX property immediately before the distribution, in both cases determined using the rules and principles in Paragraphs XXXXXXXXXX below, divided by the number of XXXXXXXXXX Special Shares; (bb) “XXXXXXXXXX Transactions” means the transactions whereby XXXXXXXXXX transferred property to XXXXXXXXXX and XXXXXXXXXX acquired the shares of XXXXXXXXXX from XXXXXXXXXX as described in Paragraph XXXXXXXXXX; (cc) “XXXXXXXXXX Transferred Property” means the property that is all the issued and outstanding shares of XXXXXXXXXX which are to be transferred by XXXXXXXXXX to XXXXXXXXXX Newco on the distribution, in exchange for the issuance of XXXXXXXXXX Newco Preferred Shares, as described in Paragraph XXXXXXXXXX; (dd) XXXXXXXXXX; (ee) “XXXXXXXXXX Common Shares” means the XXXXXXXXXX issued and outstanding Class A common shares of XXXXXXXXXX; (ff) “XXXXXXXXXX Debt” means the indebtedness owing by XXXXXXXXXX to XXXXXXXXXX and described in Paragraph XXXXXXXXXX; (gg) “XXXXXXXXXX Preferred Shares” means the XXXXXXXXXX issued and outstanding cumulative redeemable preference shares of XXXXXXXXXX redeemable at $XXXXXXXXXX per share; (hh) “XXXXXXXXXX” means XXXXXXXXXX, a corporation incorporated under the CBCA on XXXXXXXXXX; (ii) XXXXXXXXXX; (jj) “XXXXXXXXXX means XXXXXXXXXX, a corporation incorporated under the CBCA on XXXXXXXXXX; (kk) “XXXXXXXXXX Common Shares” means the XXXXXXXXXX issued and outstanding common shares of XXXXXXXXXX; (kk.1) “XXXXXXXXXX Group” has the meaning set out in Paragraph XXXXXXXXXX; (ll) “specified shareholder” has the meaning assigned by subsection 248(1); (ll.1) “specified investment business” has the meaning set out in subsection 125(7); (mm) XXXXXXXXXX; (nn) XXXXXXXXXX; (oo) “tax shield amounts” means any tax attribute (such as undepreciated capital cost, non-capital losses, cumulative eligible capital and resource pools) that would affect the fair market value of the share of a corporation or the fair market value of the assets of a corporation; (pp) “taxable Canadian corporation” has the meaning assigned by subsection 89(1); (qq) “Treaty” means the Convention as defined in XXXXXXXXXX; and (rr) “wholly-owned corporation” has the meaning assigned by subsection 85(1.3). ...