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.), as amended; "adjusted cost base" has the meaning assigned by section 54; "agreed amount" in respect of an eligible property means the amount that the transferor and transferee of the property have agreed upon in an election under subsection 85(1) or subsection 85(2), as applicable; "Amalco Common Shares" has the meaning assigned in Paragraph 91(g); "Amalco" means the corporation resulting from the Amalgamation; "Amalgamation" means the amalgamation of Spinco and Bankco described in Paragraph 91(g); "approximate that proportion" means, in the context of a distribution, the discrepancy from the proportion, if any, does not exceed 1%, determined as a percentage of the fair market value of the property which is transferred to a transferee corporation or retained by a distributing corporation had it received (or retained) its pro rata share of the fair market value of the property; "arm's length" has the meaning assigned by section 251; "Arrangement Resolution" means the special resolution of the DC Shareholders approving the Arrangement; "Arrangement Transactions" means the transactions in the Plan of Arrangement, other than the transactions to which Acquisition Sub is a party; "Arrangement" means the arrangement under the BCA1 on the terms and conditions set forth in the Plan of Arrangement; "Articles" means, in relation to a particular corporation, the constating documents of the corporation; "Bankco" means XXXXXXXXXX, a Subsidiary that exists under the BCA2 all the shares of which are owned by DC; "Bankco Canadian Note" has the meaning assigned in Paragraph 52(b); "Bankco Common Shares" means the common shares of Bankco; "Bankco-DC Note" means the debt obligations to be issued by Bankco as described in Paragraph 80(g); "Bankco Debt" means the existing debt obligations owing by Bankco to DC that are denominated in Canadian currency, bear interest at a reasonable market rate and, as at XXXXXXXXXX, had a principal amount in excess of the Canadian dollar equivalent $XXXXXXXXXX; "Bankco External Debt" means the debt obligations to be issued by Bankco as described in Paragraph 52(t); "Bankco XXXXXXXXXX Note" has the meaning assigned in Paragraph 52(b); "BCA1" means the XXXXXXXXXX; "BCA2" means the XXXXXXXXXX; "BCA3" means the XXXXXXXXXX; "business" has the meaning assigned by subsection 248(1); "Business 2" means the XXXXXXXXXX business currently carried on by Partnership D (other than as a partner of Partnership E); "Business 2 Liabilities" means, at any particular time, the liabilities owing by the owner of the Business 2 Properties at that time that relate to Business 2; "Business 2 Properties" means the XXXXXXXXXX, inventory, depreciable property, other capital property, eligible capital property and other property currently owned by Partnership D that relate to Business 2, but excludes XXXXXXXXXX; "Business Day" means any day on which commercial banks are open for business in XXXXXXXXXX other than a Saturday, a Sunday or a day observed as a holiday in XXXXXXXXXX under the laws of the Province of XXXXXXXXXX or the federal laws of Canada; "Butterfly Proportion" means the fraction A/B where: A is the net fair market value of the Distribution Property to be transferred by DC to Spinco as described in Paragraph 90(m) determined immediately before such transfer; and B is the net fair market value of all property owned by DC immediately before the transfer of the Distribution Property by DC to Spinco as described in Paragraph 90(m); "Canadian partnership" has the meaning assigned by subsection 102(1); XXXXXXXXXX "capital property" has the meaning assigned by section 54; XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX "Combination" has the meaning assigned in Paragraph 3; "common share" has the meaning assigned by subsection 248(1); "cost amount" has the meaning assigned by subsection 248(1); "Court" means the Court of XXXXXXXXXX; "CRA" means the Canada Revenue Agency; "DC" means XXXXXXXXXX; "DC Common Shares" means the common shares of DC; "DC Group" means DC and all of those corporations, partnerships and entities over which DC has the ability to exercise Significant Influence; "DC Redemption Note" means the promissory note to be issued by DC as described in Paragraph 91(b); "DC Rights Plan" has the meaning assigned in Paragraph 15; "DC Shareholder" means a holder of DC Common Shares and "DC Shareholders" means more than one DC Shareholder; "DC Special Shares" means the new preferred shares that DC will be authorized to issue after the amendment to its Articles described in Paragraph 90(e); "DC Special Share Redemption Amount" means the amount for which the DC Special Shares will be redeemed by DC as described in Paragraph 90(g); "DC-FA4 Note" means an existing promissory note owing by DC to FA4 that is denominated in XXXXXXXXXX currency, bears interest at a reasonable market rate and, at XXXXXXXXXX, had a principal amount of approximately $XXXXXXXXXX; "depreciable property" has the meaning assigned by subsection 13(21); "designated stock exchange" has the meaning assigned by subsection 248(1); "Director" means the Director appointed under section 260 of the BCA1; "disposition" has the meaning assigned by subsection 248(1); "Dissent Rights" means the right of a DC Shareholder to dissent in respect of the Arrangement pursuant to the procedures set forth in Section 190 of the BCA1, as modified by the Plan of Arrangement, the interim Court order and any other order of the Court; "Dissenting Shareholder" means a DC Shareholder who validly dissents from the Arrangement Resolution in compliance with the Dissent Rights and who has not withdrawn the exercise of such Dissent Rights and is ultimately determined to be paid fair value in respect of the DC Common Shares held by such DC Shareholder; "distributing corporation" has the meaning assigned in the definition of distribution; "Distribution Property" means the Bankco Common Shares owned by DC following the transfer of property described in Paragraph 80; "distribution" has the meaning assigned by subsection 55(1); "dividend rental arrangement" has the meaning assigned by subsection 248(1); "Division 1 Liabilities" means, at any particular time, the liabilities owing by the owner of the Division 1 Properties at that time that relate to Division 1; "Division 1 Properties" means the XXXXXXXXXX, inventory, depreciable property, other capital property, eligible capital property and other property currently owned by Partnership D that relate to Division 1, but excludes XXXXXXXXXX; "Division 1" means the XXXXXXXXXX of DC Group that isXXXXXXXXXX business currently carried on in XXXXXXXXXX by Partnership D as a separate division; "Division 2" means the XXXXXXXXXX of the DC Group that consists of the operations carried on directly and indirectly by Partnership E and Partnership C, as well as Business 2 carried on by Partnership D; "Division 3" means the XXXXXXXXXX Division of the DC Group that is the XXXXXXXXXX business currently carried on in the XXXXXXXXXX as a separate division; "Division 4" means the XXXXXXXXXX of the DC Group that is the XXXXXXXXXX business currently carried on in XXXXXXXXXX as a separate division; "Effective Date" means the effective date of the Plan of Arrangement; "Effective Time" means the earliest moment on the Effective Date; "eligible capital property" has the meaning assigned by section 54; "Eligible Holder" means a Participant: (a) who is resident in Canada for the purposes of the Act and not exempt from tax under Part I of the Act; (b) who is a non-resident and whose DC Common Shares constitute taxable Canadian property to the holder provided that any gain realized by the holder upon a disposition at fair market value of such shares would not be exempt from tax under the Act by virtue of any applicable Tax Convention; or (c) which is a partnership that owns DC Common Shares if one or more partners thereof would be described in any of the above descriptions if such partner directly held such DC Common Shares; "eligible property" has the meaning assigned by subsection 85(1.1) as modified by subsection 85(1.11); "Encumbrances" means mortgages, charges, pledges, liens, hypothecs, security interests, encumbrances, adverse claims and rights of third parties to acquire or restrict the use of property; "entities" means any person or partnership or combination thereof; "Escrow Agent" has the meaning assigned in Paragraph 52(t); "FA1" is XXXXXXXXXX, a non-resident XXXXXXXXXX company that is resident in the XXXXXXXXXX, all of the XXXXXXXXXX in which are owned by Partnership C; "FA2" is XXXXXXXXXX, a non-resident XXXXXXXXXX company that is resident in XXXXXXXXXX in which are owned by FA1 and by a non-resident corporation that is controlled by Other Pubco; "FA3" is XXXXXXXXXX., a non-resident corporation that is resident in XXXXXXXXXX all the shares of which are owned by Partnership C; "FA4" is XXXXXXXXXX., a non-resident corporation that is resident in XXXXXXXXXX all the shares of which are owned by Partnership G; "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, expressed in terms of cash; "final Court order" means the final order of the Court approving the Arrangement, as such order may be amended or varied at any time prior to the Effective Time or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or amended, with or without variation, on appeal; "financial intermediary corporation" has the meaning assigned by subsection 191(1); "foreign affiliate" has the meaning assigned by subsection 95(1); "forgiven amount" has the meaning assigned by subsection 80(1) or 80.01(1); "guarantee agreement" has the meaning assigned by subsection 112(2.2); "Holdco" means XXXXXXXXXX., a Subsidiary that exists under the BCA2, XXXXXXXXXX % of the shares of which are owned by Partnership B and XXXXXXXXXX % of the shares of which are owned by DC; "Initial DC Share Exchange" means the share exchange described in Paragraph 90(h); "Initial Spinco Share Exchange" means the share exchange described in Paragraph 90(k); "interim Court order" means the interim order of the Court concerning the Arrangement containing declarations and directions with respect to the Arrangement and the holding of the Meeting, as such order may be amended or varied by the Court; "inventory" has the meaning assigned by subsection 248(1); "limited partner" has the meaning assigned by subsection XXXXXXXXXX "Listing Time" means the time, after the Effective Time, when the New DC Common Shares and the Spinco Common Shares are unconditionally listed on the Stock Exchange; "Meeting" means the special meeting of DC Shareholders (including any adjournment or postponement thereof) to be called and held in accordance with the interim Court order to consider and, if deemed advisable, to approve, among other things, the Arrangement Resolution; XXXXXXXXXX "New DC Common Shares" means the new common shares that DC will be authorized to issue after the amendment to its Articles described in Paragraph 90(e); "non-resident" has the meaning assigned by subsection 248(1); "Operations" means all of the activities of the DC Group; "Other Pubco Group" means Other Pubco and all of those corporations, partnerships and entities over which Other Pubco has the ability to exercise Significant Influence; "Other Pubco" means XXXXXXXXXX, a public corporation that exists under XXXXXXXXXX law, the shares of which are listed on the XXXXXXXXXX Stock Exchange; "PA1" means the XXXXXXXXXX; "PA2" means the XXXXXXXXXX "paid-up capital" has the meaning assigned by subsection 89(1); "Paragraph" means a numbered paragraph in this letter; "Participant" means a DC Shareholder, other than a Dissenting Shareholder; "Partnerco" means XXXXXXXXXX., a Subsidiary that exists under the BCA2 all the shares of which are owned by DC; "Partnership A" means XXXXXXXXXX, a general and Canadian partnership formed under the PA1 having DC and Subco A as its partners; "Partnership B" means XXXXXXXXXX, a general and Canadian partnership formed under the PA1 having DC and Subco B as its partners; "Partnership C" means XXXXXXXXXX, a general and Canadian partnership formed under the PA2 having DC and Subco B as its partners; "Partnership D" means XXXXXXXXXX, a general and Canadian partnership formed under the PA1 having DC and Subco D as its partners; "Partnership E" means XXXXXXXXXX, a general and Canadian partnership formed under the PA1 having Partnership D, Subco E and a taxable Canadian corporation in the Other Pubco Group as its partners; "Partnership F" means XXXXXXXXXX, a general and Canadian partnership formed under the PA2 having DC and Subco B as its partners; "Partnership G" means XXXXXXXXXX, a general partnership formed under the PA2 having Partnership C and FA3 as its partners; "permitted exchange" has the meaning assigned by subsection 55(1); "person" has the meaning assigned by subsection 248(1); "Plan of Arrangement" means the proposed plan of arrangement under the BCA1 to effect the divisive reorganization as described in Paragraphs 90 through and including 95; "Predecessor 1" means XXXXXXXXXX., a predecessor corporation by amalgamation to DC; "Predecessor 2" means XXXXXXXXXX, a predecessor corporation by amalgamation to DC; "preferred share" has the meaning assigned by subsection 248(1); "prepaid expenses" means rights arising from the prepayment of expenses; "Prime Rate" means the floating rate of interest established from time to time by a particular Canadian chartered bank (and reported to the Bank of Canada) as the reference rate of interest such chartered bank will use to determine rates of interest payable by its borrowers on Canadian dollar commercial loans made by such Chartered Bank to such borrowers in Canada and designated by such chartered bank as its "prime rate"; "principal amount" has the meaning assigned by subsection 248(1); "principal-business corporation" has the meaning assigned by subsection XXXXXXXXXX "proceeds of disposition" has the meaning assigned by section 54; "Proposed Transactions" means those transactions and events described in Paragraphs 53 through and including 95; "public corporation" has the meaning assigned by subsection 89(1); XXXXXXXXXX "Refinanced DC Debt" means approximately $XXXXXXXXXX of the external debt obligations of DC described in Paragraph 21; "Regulations" means the Income Tax Regulations, C.R.C. 1978, c. 945, as amended; "related person" means, in relation to a particular person, another person who is related to the particular person by virtue of subsection 251(2), as modified for the purposes of section 55 by paragraph 55(5)(e); XXXXXXXXXX "restricted financial institution" has the meaning assigned by subsection 248(1); "Right" means a right to acquire a common share of a particular corporation issued pursuant to a shareholder rights plan adopted by that corporation issuing the rights where the shareholder rights plan is substantially similar to the DC Rights Plan; XXXXXXXXXX "series of transactions or events" has the meaning assigned by subsection 248(10); "short-term preferred share" has the meaning assigned by subsection 248(1); "Significant Influence" has the meaning assigned by Section 3050 of the Canadian Institute of Chartered Accountants Handbook and, for the purposes of this letter, a corporation will be considered to have significant influence over another corporation if it has significant influence over that corporation or over any other corporation that has significant influence over that corporation. In addition, a corporation in the DC Group will be deemed to have significant influence over another corporation in the DC Group; "specified corporation" has the meaning assigned by subsection 55(1); "specified financial institution" has the meaning assigned by subsection 248(1); "specified member" has the meaning assigned by subsection 248(1); "specified shareholder" has the meaning assigned by subsection 248(1) as modified by subsections 55(3.2) and (3.3); "Spinco" means XXXXXXXXXX.; "Spinco Common Shares" means the common shares of Spinco described in Paragraph 52(l); "Spinco Redemption Note" means the promissory note to be issued by Spinco as described in Paragraph 91(a); "Spinco Rights Plan" has the meaning assigned in Paragraph 52(n); "Spinco Special Shares" means the preferred shares of Spinco described in Paragraph 52(m); "Spinco Special Share Redemption Amount" means the amount for which the Spinco Special Shares will be redeemed by Spinco as described in Paragraph 52(m); "Stated Capital" has, in relation to a corporation that exists under the BCA1, the meaning assigned by the BCA1 and, in relation to a corporation that exists under the BCA2, the meaning assigned by the BCA2; "Stock Exchange" means the XXXXXXXXXX; "Subco A" means XXXXXXXXXX., a Subsidiary that exists under the BCA2 all the shares of which are owned by DC; "Subco B" means XXXXXXXXXX, a Subsidiary that exists under the BCA2 all the shares of which are owned by DC; "Subco C" means XXXXXXXXXX; "Subco D" means XXXXXXXXXX., a Subsidiary that exists under the BCA2 all the shares of which are owned by Holdco; "Subco E" means XXXXXXXXXX., a Subsidiary that exists under the BCA2 all the shares of which are owned by Partnership A; "Subco F" means the new corporation described in Paragraph 59, which has yet to be formed; "Subco G" means XXXXXXXXXX; "Subco H" means the new corporation described in Paragraph 52(e), which has yet to be formed; "Subco I Holdco" means the new corporation described in Paragraph 52(e), which has yet to be formed; "Subco I" means the new corporation described in Paragraph 52(e), which has yet to be formed; "Subco J" means XXXXXXXXXX; "Subco K" means XXXXXXXXXX, a Subsidiary that exists under the BCA1 all the shares of which are owned by DC; "Subco L" means XXXXXXXXXX., a Subsidiary that exists under the BCA2 all the shares of which are owned by DC; "Subco M" means XXXXXXXXXX, a Subsidiary that exists under the laws of XXXXXXXXXX all the shares of which are owned by DC; "Subco N" means XXXXXXXXXX., a Subsidiary that exists under the BCA2 all the shares of which are owned by DC; "subject corporation" has the meaning assigned by subsection 186(3); "Subject Property" has the meaning assigned in Paragraph 51; "Subsidiary" means a taxable Canadian corporation that is controlled directly or indirectly by DC; "Tax Convention" means any bilateral tax convention to which Canada is a party that is in force as of the Effective Date; "taxable Canadian corporation" has the meaning assigned by subsection 89(1); "taxable Canadian property" has the meaning assigned by subsection 248(1); "taxable dividend" has the meaning assigned by subsection 89(l); "taxable preferred share" has the meaning assigned by subsection 248(1); "taxation year" has the meaning assigned by subsection 249(1); "Transfer Agent" means XXXXXXXXXX, as registrar and transfer agent of DC, or such other person as may be designated by DC; "transferee corporation" has the meaning assigned in the definition of distribution; "undepreciated capital cost" has the meaning assigned by subsection 13(21); XXXXXXXXXX; "XXXXXXXXXX Subco A" means XXXXXXXXXX., a corporation that exists under the BCA3 all the shares of which are indirectly owned by Partnership F; "XXXXXXXXXX Subco B" means XXXXXXXXXX., a corporation that exists under the BCA3 all the shares of which are owned by XXXXXXXXXX Subco A; and "XXXXXXXXXX Subsidiary" means a XXXXXXXXXX corporation that is controlled directly or indirectly by DC. ...

Il n’y a aucun mécanisme de prévu dans une convention quelconque décrivant l’utilisation du produit d’une police qui serait reçu par CCO par suite du décès d’un assuré. 13. ... Une convention unanime entre actionnaires sera conclue entre les actionnaires de FUCO. Cette convention stipulera entre autres que le rachat des actions de catégorie D du capital-actions de FUCO au décès d’un détenteur sera financé en partie avec la prestation de décès payable en vertu de la Police du détenteur décédé dont FUCO est bénéficiaire. ...

C-44; "CRA" means the Canada Revenue Agency; "Canada-US Treaty" means the Canada-United States Tax Convention (1980), as amended; "Completed Transactions" means the completed transactions described in Paragraphs 7 through 32; "Contingent Payments" means the contingent payments as described in Paragraph 25; "disregarded entity" means, for US federal tax purposes, an entity that is disregarded as separate from its owner. ...

Les Régimes ne constitueront pas une convention de retraite au sens du paragraphe 248(1). ...

For the purposes of the Canada- United States Tax Convention (1980), the value of the shares of Amalco, both before and immediately following the Distributions, will not be derived principally from real property situated in Canada. ...

With regard to the purchase by Pubco 1 of existing Pubco 1 Common Shares from a Dissenting Shareholder as described in Paragraph 7: (a) subject to the application of subsection 55(2), Pubco 1 will be deemed by paragraph 84(3)(a) to have paid, and the Dissenting Shareholder will be deemed by paragraph 84(3)(b) to have received, a dividend equal to the amount, if any, by which any payment from Pubco 1 to the Dissenting Shareholder (exclusive of any interest awarded by the court) in respect of the purchase of such Dissenting Shareholder's Pubco 1 Common Shares exceeds the amount of paid-up capital attributable to such shares immediately before their purchase; (b) the amount of any such dividend will be included in computing such Dissenting Shareholder's income under subsection 82(1) and paragraph 12(1)(j); and (c) subsections 212(2) and 215(1) will apply (subject to the provisions of any applicable income tax convention) to require Pubco 1 to withhold and remit 25% of the amount of each such dividend deemed to have been paid to a Dissenting Shareholder who does not reside in Canada. ...

Definitions: (a) XXXXXXXXXX; (b) "Act" means the Income Tax Act (Canada) and the regulations thereto, as amended, and unless otherwise stated, every reference herein to a part, division, subdivision, section, subsection, paragraph, subparagraph or clause is a reference to the corresponding provision of the Act; (c) "affiliated" has the meaning described in section 251.1 of the Act; (d) "Aggregate Settlement Payment" means the Canadian dollar denominated payment which XXXXXXXXXX Co will pay to NR Subco pursuant to the Swap Termination Agreement, and which will include the Notional Principal Commutation Payment and the Periodic Commutation Payment, on the basis described in 24 below; (e) "arm's length" has the meaning assigned by section 251 of the Act; (f) "avoidance transaction" has the meaning assigned by subsection 245(3) of the Act; (g) "Code" means the Internal Revenue Code (United States) and the regulations promulgated thereunder, as amended; (h) "CRA" means the Canada Revenue Agency, (i) "DCL Regulations" the regulations which have been recently promulgated by the US Treasury and Internal Revenue Service under section 1503(d) of the Code addressing dual consolidated losses; (j) "Debt Assumption XXXXXXXXXX Co Agreement" means the agreement which will be entered into between NR Subco and, pursuant to which NR Subco will agree to assume the obligations of XXXXXXXXXX Co under the Public Notes and the Indenture, effective on the Debt Assumption Date, in exchange for a payment by XXXXXXXXXX Co to NR Subco of the Debt Assumption Payment, as described in 23 below; (k) "Debt Assumption Date" means the date that NR Subco will assume the obligations of XXXXXXXXXX Co under the Public Notes and the Indenture and XXXXXXXXXX Co will be correspondingly released and discharged, pursuant to the Debt Assumption Agreement, which date shall be immediately after the payment by XXXXXXXXXX Co of any interest accruing on the Public Notes on the next Interest Payment Date following the receipt of the Rulings; (l) "Debt Assumption Payment" means the payment which will be made by XXXXXXXXXX Co to NR Subco pursuant to the Debt Assumption Agreement, on the basis described in 23 below; (m) "FMV" means fair market value, being that amount at which property would be transferred by a willing buyer to a willing seller, in an open and unrestricted market, between informed parties under no compulsion to act; (n) "Holdco" means XXXXXXXXXX; (o) "Holdco Notes" means the two Canadian-dollar denominated interest-bearing promissory notes issued by Holdco to XXXXXXXXXX Co, to evidence monies previously borrowed by Holdco from XXXXXXXXXX Co, on the basis described in the Previous Ruling and summarized in 12 and 16 below; (p) "Holdco Preferred Shares" means Class A Preferred Shares without nominal or par value in the capital of Holdco which have limited voting rights, bear floating rate cumulative dividends and are redeemable and retractable at a fixed redemption amount of CDN$XXXXXXXXXX per share; (q) "Indenture" means the trust indenture dated as of XXXXXXXXXX between XXXXXXXXXX Co, as issuer, and XXXXXXXXXX as trustee, pursuant to which XXXXXXXXXX Co issued Public Notes with an aggregate Principal Amount of US$XXXXXXXXXX, as supplemented by the first supplemental indenture dated as of XXXXXXXXXX, pursuant to which XXXXXXXXXX Co issued further Public Notes with an aggregate Principal Amount of US$XXXXXXXXXX; (r) "Interest Payment Date" means each date that accrued interest is paid by XXXXXXXXXX Co under the Public Notes, being XXXXXXXXXX of each year; (s) "non-resident" has the meaning assigned by subsection 248(1) of the Act; (t) "Notional Principal Payments" means the amounts that XXXXXXXXXX Co and Parentco have agreed to pay, in Canadian dollars and US dollars, respectively, on the maturity date of the Public Notes pursuant to the Swap Arrangements, on the basis described in 10(b) below; (u) "Notional Principal Commutation Payment" means the amount that XXXXXXXXXX Co will pay to NR Subco pursuant to the Swap Termination Agreement, which will compensate NR Subco for not receiving net payments of Notional Principal Payments under the Swap Arrangements, on the basis described in 24(a) below; (v) "NR Subco" means XXXXXXXXXX; (w) "NR Subco-XXXXXXXXXX Co Contribution Agreements" means the two agreements between NR Subco and XXXXXXXXXX Co, pursuant to which NR Subco has agreed to make certain payments to XXXXXXXXXX Co in exchange for certain property, or shares in the capital, of XXXXXXXXXX Co, as described in 11 and 17 below; (x) "NR Subco-XXXXXXXXXX Co Subscription Agreement" means the agreement which will be entered into between NR Subco and XXXXXXXXXX Co, pursuant to which NR Subco will agree to subscribe for, and XXXXXXXXXX Co will agree to issue, XXXXXXXXXX Co Class A Shares in exchange for payment of the Subscription Price, on the basis described in 22 below; (y) XXXXXXXXXX; (z) "XXXXXXXXXX Co" means XXXXXXXXXX; (aa) "XXXXXXXXXX Co Class A Shares" means Class A common shares without nominal or par value in the capital of XXXXXXXXXX Co, which class of shares will be authorized on the basis described in 21 below; (bb) "XXXXXXXXXX Co Class A PUC Reduction Amount" means the amount by which the PUC of the issued XXXXXXXXXX Co Class A Shares will be reduced by virtue of the XXXXXXXXXX Co Class A PUC Reduction Resolution, on the basis described in 27 below; (cc) "XXXXXXXXXX Co Class A PUC Reduction Resolution" means the special resolution of the sole shareholder of XXXXXXXXXX Co to effect the reduction of the PUC of the issued XXXXXXXXXX Co Class A Shares, which is referred to in 27 below; (dd) "XXXXXXXXXX Co Loan Amount" means the amount to be loaned by NR Subco to XXXXXXXXXX Co pursuant to the XXXXXXXXXX Co-NR Subco Loan Agreement, on the basis described in 25 below; (ee) "XXXXXXXXXX Co Note" means the Canadian dollar denominated interest-bearing promissory note to be issued by XXXXXXXXXX Co to NR Subco, to evidence the monies to be borrowed by XXXXXXXXXX Co from NR Subco, on the basis described in 25 below; (ff) "XXXXXXXXXX Co NPV PUC Reduction Amount" means the amount by which the PUC of the issued XXXXXXXXXX Co NPV Shares will be reduced by virtue of the XXXXXXXXXX Co NPV PUC Reduction Resolution, on the basis described in 26 below; (gg) "XXXXXXXXXX Co NPV PUC Reduction Resolution" means the special resolution of the sole shareholder of XXXXXXXXXX Co to effect the reduction of the PUC of the issued XXXXXXXXXX Co NPV Shares, which is referred to in 26 below; (hh) "XXXXXXXXXX Co NPV Shares" means common shares without nominal or par value in the capital of XXXXXXXXXX Co; (ii) "XXXXXXXXXX Co PV Shares" means common shares with a par value of CDN$XXXXXXXXXX per share in the capital of XXXXXXXXXX Co; (jj) "XXXXXXXXXX Co thin-capitalization equity value" means the aggregate of the amounts described in subparagraph 18(4)(a)(ii) of the Act in respect of XXXXXXXXXX Co; (kk) "XXXXXXXXXX Co-NR Subco Loan Agreement" means the agreement between NR Subco and XXXXXXXXXX Co, pursuant to which NR Subco will make a loan to XXXXXXXXXX Co, on the basis described in 25 below; (ll) "Opco" means XXXXXXXXXX; (mm) "outstanding debts to specified non-residents" has the meaning assigned by subsection 18(5) of the Act; (nn) "Parentco" means XXXXXXXXXX; (oo) "Periodic Commutation Payment" means the amount that XXXXXXXXXX Co will pay to NR Subco pursuant to the Swap Termination Agreement, which will compensate NR Subco for not receiving net payments of Periodic Payments under the Swap Arrangements, on the basis described in 24(b) below; (pp) "Periodic Payments" means the periodic payments XXXXXXXXXX Co and Parentco agreed to pay, in Canadian dollars and US dollars, respectively, on each Interest Payment Date pursuant to the Swap Arrangements, on the basis described in 10(c) below; (qq) "permanent establishment" has the meaning assigned by Article V of the Treaty; (rr) "person" has the meaning assigned by subsection 248(1) of the Act; (ss) "Previous Ruling" means Advance Tax Ruling 2001-009728 dated XXXXXXXXXX, 2001, which was issued by the CRA in respect of certain of the Canadian federal income tax considerations arising from the implementation of the Previous Ruling Transactions; (tt) "Previous Ruling Transactions" means the transactions which were previously undertaken by the parties which were the subject of the Previous Ruling, and which are summarized in 8 to 13 below; (uu) "Principal Amount" means the principal amount of each Public Note, the Holdco Notes, or the XXXXXXXXXX Co Note, as the case may be, as defined in subsection 248(1) of the Act; (vv) "Proposed Transactions" means the transactions which are described in 21 to 30 below; (ww) "public corporation" has the meaning assigned by subsection 89(1) of the Act; (xx) "Public Noteholders" means the persons who hold the Public Notes; (yy) "Public Notes" means the US dollar denominated promissory notes issued by XXXXXXXXXX Co to the Public Noteholders pursuant to the Indenture, on the basis described in the Previous Ruling and summarized in 8 and 9 below; (zz) "PUC" means "paid-up capital" as that expression is defined in subsection 89(1) of the Act; (aaa) "Rulings" means the rulings which are given in this letter; (bbb) "Subscription Price" means the Canadian dollar denominated subscription price to be paid by NR Subco to acquire XXXXXXXXXX Co Class A Shares pursuant to the NR Subco-XXXXXXXXXX Co Subscription Agreement, on the basis described in 22 below; (ccc) "Swap Arrangements" means the ISDA (Multicurrency- Cross Border) Master Agreement between Parentco and XXXXXXXXXX Co, dated XXXXXXXXXX, together with the schedule related thereto dated XXXXXXXXXX and the confirmations related thereto dated XXXXXXXXXX, each as amended from time to time, pursuant to which Canadian and US dollar payments are made, on the basis described in the Previous Ruling and summarized in 10 and 18 below; (ddd) "Swap Termination Agreement" means the agreement which will be entered into between XXXXXXXXXX Co and NR Subco which will provide for the early termination of the Swap Arrangements and the close-out of the payment obligations thereunder at such time as XXXXXXXXXX Co is released and discharged from its obligations under the Public Notes and the Indenture, on the basis described in 24 below; (eee) "tax benefit" has the meaning assigned by subsection 245(1) of the Act; (fff) "taxable Canadian corporation" has the meaning assigned by subsection 89(1) of the Act; (ggg) "taxation year" has the meaning assigned by subsection 249(1) of the Act; and (hhh) "Treaty" means the Canada-United States Tax Convention (1980). ...

" means a United States Qualified Subchapter "S" Corporation; "safe income on hand" in respect of a particular share of a corporation at a particular time means the portion of the unrealized gain inherent in such share of the corporation 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 relevant safe-income determination time; "series of transactions or events" has the meaning assigned by subsection 248(10); "significant influence" has the meaning assigned by section 3050 of the CICA Handbook; "Share Exchange" has the meaning assigned in Paragraph 30 below; "Sib1" means XXXXXXXXXX, an individual resident in the United States for the purposes of the Act and the Treaty; "Sib2" means XXXXXXXXXX, an individual resident in the United States for the purposes of the Act and the Treaty; "Sib3" means XXXXXXXXXX a resident of the United States for the purposes of the Act and the Treaty; "specified class" has the meaning assigned by subsection 55(1); "specified investment business" has the meaning assigned by subsection 125(7); "specified shareholder" has the meaning assigned by subsection 248(1) as modified by subsections 55(3.2) and (3.3); "taxable Canadian corporation" has the meaning assigned by subsection 89(1); "taxable dividend" has the meaning assigned by subsection 89(1); "TechCo" means the ULC described in Paragraph 17 below; "TechCo Butterflied Assets" means the assets described in Paragraph 33 below; "TechCo Butterfly Proportion" means the proportion that (i) the net fair market value of the business property of DC that is to be transferred to TechCo as described in Paragraph 33 below (determined on a consolidated look-through basis) immediately before the Butterfly Reorganization is of (ii) the net fair market value of all the business property of DC (determined on a consolidated look-through basis) immediately prior to the Butterfly Reorganization; "TechCo Redemption Amount" means the aggregate redemption amount of the TechCo Reorganization Shares, as described in Paragraph 33 below; "TechCo Redemption Note" means the note payable described in Paragraph 36 below; "TechCo Reorganization Shares" means the preferred shares of TechCo described in Paragraph 17 below; "Treaty" means the Canada-United States Income Tax Convention (1980); "ULC" means an unlimited liability company governed by the Companies Act; and "Xco" means XXXXXXXXXX, an ULC existing prior to the amalgamation referred to in Paragraph 12. ...

On the purchase by DC of the outstanding DC Common Shares held by a Dissenting Shareholder as described in Paragraph 50 (a) subject to the application of subsection 55(2), the Dissenting Shareholder will be deemed by paragraph 84(3)(b) to have received a dividend equal to the amount by which any payment from DC to the Dissenting Shareholder in respect of the purchase of the DC Common Shares held by such Dissenting Shareholder exceeds the paid-up capital of such DC Common Shares immediately prior to the purchase, (b) subsections 212(2) and 215(1) will apply (subject to the provisions of any applicable income tax convention) to require DC to withhold and remit 25 per cent of the amount of any dividend deemed to have been paid as described in (a) to a Dissenting Shareholder who is a non-resident person, and (c) paragraph (j) of the definition of "proceeds of disposition" in section 54 will apply to exclude the amount of the deemed dividend described in (a) from the proceeds of disposition of the DC Common Shares recognized by the Dissenting Shareholder as a result of the purchase of the DC Common Shares held by the Dissenting Shareholder by DC provided that the DC Common Shares were held as capital property by the Dissenting Shareholder. ...

Aucune convention ou résolution concernant la liquidation de PORTCO ou la distribution de ses biens ne prévoira qu'il y aura annulation par PORTCO des actions de son capital-actions lors de la liquidation. 32. ...