Obligation Canadian Housing Trust 5.298% ( CA13509PHY21 ) en CAD

Canadian Housing Trust

100 % ▼

Canada

CA13509PHY21 ( en CAD )

5.298% par an ( paiement trimestriel )

14/03/2027

Prospectus brochure de l'obligation Canada Housing Trust[TM] No. 1 CA13509PHY21 en CAD 5.298%, échéance 14/03/2027

5 000 CAD

2 000 000 000 CAD

13509PHY2

15/03/2026 ( Dans 35 jours )

Canada Housing Trust? No. 1 est un fonds commun de placement non garanti qui investit principalement dans des titres de créance hypothécaires résidentiels canadiens.

L'Obligation émise par Canadian Housing Trust ( Canada ) , en CAD, avec le code ISIN CA13509PHY21, paye un coupon de 5.298% par an.
Le paiement des coupons est trimestriel et la maturité de l'Obligation est le 14/03/2027

Offering Circular
Dated February 15, 2022
C$1,000,000,000 Aggregate Principal Amount
Floating Rate Canada Mortgage BondsTM, Series 103, to mature March 15, 2027
Fully Guaranteed as to Principal and Interest by
Canada Mortgage and Housing Corporation
(An agent of Her Majesty in right of Canada)
Issued by
CANADA HOUSING TRUSTTM NO. 1
Legal Entity Identifier (LEI): 549300M44WH89JG50067
ISSUE PRICE: 99.700%
(Plus accrued interest from December 15, 2021)
The bonds offered hereby (the "Bonds") are Floating Rate Canada Mortgage BondsTM, Series 103, to mature March 15, 2027,
of Canada Housing TrustTM No. 1 (the "Issuer"), a trust established under the laws of the province of Ontario, Canada pursuant
to a declaration of trust dated April 9, 2001, as amended, made by its trustee CIBC Mellon Trust Company, and are fully
guaranteed as to timely payment of principal and interest by Canada Mortgage and Housing Corporation ("CMHC" or the
"Guarantor"), as agent of Her Majesty in right of Canada (see "Description of the Bond Indenture and the Bonds - CMHC
Guarantee"). The Issuer is authorised to issue Bonds in one or more series and on one or more issue dates pursuant to the Bond
Indenture (as defined below). The Bonds are not redeemable prior to maturity. The Bonds bear interest at a floating rate, for
each 3-month period, equal to the 3 Month CDOR, minus 18.0 basis points, all as determined by the Calculation Agent (as
defined below) and, at the issue price of 99.700% of their principal amount plus accrued interest from December 15, 2021, will
yield at date of issue approximately 18.0 basis points below the 3 Month CDOR (see "Description of the Bond Indenture and
the Bonds Interest" and "Underwriting and Distribution"). The Bonds will be issued in the form of a fully registered global
certificate or in fully registered uncertificated form (in either of the foregoing forms, the "Global Bond") in the name of CDS
& CO. as nominee of CDS Clearing and Depository Services Inc. ("CDS") and held by CDS. The Bonds will be ready for
delivery in book-entry only form through CDS, Clearstream Banking, société anonyme ("Clearstream, Luxembourg") and
Euroclear Bank S.A./N.V. ("Euroclear"), as the case may be, on or about February 23, 2022. Beneficial interests in the Global
Bond will be represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct
and indirect participants of CDS, Clearstream, Luxembourg and Euroclear. Owners of beneficial interests in the Global Bond
will not be entitled to have Bonds registered in their names, will not receive or be entitled to receive Bonds in definitive form
and will not be considered holders thereof except in limited circumstances as described in the Bond Indenture (as defined
below) and the Global Bond.
Interest on the Global Bond will be payable quarterly (on March 15, June 15, September 15 and December 15) in
lawful money of Canada following the first interest payment which shall be payable on March 15, 2022 for the period from
December 15, 2021 to March 15, 2022, without deduction for or on account of Canadian withholding taxes, to the extent set
forth herein. The final payment of interest and repayment of principal will be due March 15, 2027. Owners of beneficial
interests in the Global Bond will receive payment in accordance with the customary procedures of CDS, Clearstream,
Luxembourg and Euroclear. Bonds will only be sold in minimum denominations of C$5,000 and integral multiples thereof.
The Bonds constitute a further issuance of and will form a single series with the Issuer's outstanding C$1,000,000,000
principal amount of Floating Rate Canada Mortgage BondsTM, Series 103 issued on November 24, 2021 (see "Description of
the Bond Indenture and the Bonds General"). When the Bonds are issued, the total principal amount of Floating Rate Canada
Mortgage BondsTM, Series 103 ("Series 103 Bonds") outstanding will be C$2,000,000,000.
Application has been made for the Bonds to be admitted on the Official List of the Luxembourg Stock Exchange and
for such Bonds to be admitted to trading on the Euro MTF Market. The Euro MTF Market is not a regulated market for
purposes of the Markets in Financial Instruments Directive (2014/65/EU). This Offering Circular constitutes a prospectus for
the purpose of Part IV of the Luxembourg Law dated July 16th, 2019 on Prospectuses for Securities but does not constitute a

prospectus for purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation"). See "Notice Regarding Offers in the
EEA and UK".
The Bonds will be assigned a rating of "AAA" by Standard & Poor's, "Aaa" by Moody's Investors Service and
"AAA" by DBRS Limited. A security rating is not a recommendation to buy, sell or hold securities and may be subject
to suspension, reduction or withdrawal at any time by the assigning rating agency.
Scotiabank Global
National Bank
Banking and
BMO Capital Markets
TD Securities
Financial
Markets
CIBC Capital
RBC Capital Markets
Desjardins Securities
Bank of America
Markets
Merrill Lynch
Laurentian Bank
Casgrain & Company
HSBC Securities
Securities
The Issuer, in relation only to the information contained herein that relates to the Issuer or the Bonds, and the
Guarantor, in relation only to the information contained herein that relates to the Guarantor or the CMHC Guarantee (as
defined below), confirms that this Offering Circular contains all information with respect to the Issuer and the Bonds, and the
Guarantor and the CMHC Guarantee, respectively, which is material in the context of the issue of the Bonds; that such
information is true and accurate in all material respects and is not misleading; the Issuer confirms that there is no other fact the
omission of which makes this document as a whole or any of such information misleading and the Guarantor confirms that
there is no other fact relating to the Guarantor or the CMHC Guarantee the omission of which makes this document as a whole
or any of such information misleading; that the Issuer has made all reasonable enquiries to ascertain all facts material for the
purposes aforesaid; and that the Guarantor has made all reasonable inquiries to ascertain all facts relating to the Guarantor and
the CMHC Guarantee material for the purposes aforesaid. The Issuer accepts responsibility for the information contained in
this Offering Circular and the Guarantor accepts responsibility for the information contained in this Offering Circular that
relates to the Guarantor and the CMHC Guarantee.
No person is authorised to give any information or to make any representation not contained in this Offering Circular
and, if given or made, any information or representation not contained herein may not be relied upon as having been authorised
by or on behalf of the Issuer, the Guarantor or by any of the Underwriters named in "Underwriting and Distribution" (the
"Underwriters"). Neither the delivery of this Offering Circular nor any sale of the Bonds shall at any time imply that the
information contained herein is correct at any time subsequent to its date.
This Offering Circular does not constitute an offer of, or an invitation by or on behalf of the Issuer, the Guarantor or
the Underwriters to purchase, any of the Bonds.
The distribution of this Offering Circular and the offering of the Bonds in certain jurisdictions may be restricted by
law. Persons into whose possession this Offering Circular comes are required by the Issuer, the Guarantor and the Underwriters
to inform themselves as to, and to observe, any such restrictions. For a description of certain restrictions on the offering and
sale of Bonds, and on the distribution of this Offering Circular, see "Underwriting and Distribution".
In this Offering Circular all references to "$" and "C$" are to the legal currency of Canada and all references to the
"European Economic Area" or "EEA" are to the member states of the European Union together with Iceland, Norway and
Liechtenstein (each, a "Member State").
NOTICE REGARDING OFFERS IN THE EEA AND UK
The Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the EEA or in the United Kingdom ("UK"). For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive
2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the
"Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10)
of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation. Consequently no key
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information document required by Regulation (EU) No 1286/2014, as amended (the "PRIIPs Regulation") for offering or
selling the Bonds or otherwise making them available to retail investors in the EEA or in the UK has been prepared and
therefore offering or selling the Bonds or otherwise making them available to any retail investor in the EEA or in the UK may
be unlawful under the PRIIPs Regulation. Each person in a Member State of the EEA or in the UK who receives any
communication in respect of, or who acquires any Bonds under, the offer contemplated in this Offering Circular, or to whom
the Bonds are otherwise made available, will be deemed to have represented, warranted and agreed to and with each
Underwriter and the Issuer that it and any person on whose behalf it acquires Bonds as a financial intermediary, as that term is
defined in the Prospectus Regulation, is: (a) a qualified investor as defined in the Prospectus Regulation; and (b) not a "retail
investor" as defined above. Neither the Issuer nor the Underwriters have authorised, nor do they authorise, the making of any
offer of Bonds through any financial intermediary, other than offers by the Underwriters which constitute the final placement
of the Bonds contemplated in this Offering Circular.
SINGAPORE SECURITIES AND FUTURES ACT PRODUCT CLASSIFICATION
Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the Securities and Futures
Act (Chapter 289 of Singapore) (the "SFA"), the Issuer has determined, and hereby notifies all relevant persons (as defined in
Section 309A of the SFA) that the Bonds are capital market products other than prescribed capital markets products (as defined
in the Securities and Futures (Capital Markets Products) Regulations 2018) and Specified Investment Products (as defined in
MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on
Recommendations on Investment Products).
- 3 -

TABLE OF CONTENTS
Page
DESCRIPTION OF THE BOND INDENTURE AND THE BONDS
5
USE OF PROCEEDS
15
CANADA HOUSING TRUSTTM NO. 1
15
CANADA MORTGAGE AND HOUSING CORPORATION
15
ELIGIBILITY
16
CANADIAN FEDERAL INCOME TAX CONSIDERATIONS
16
CLEARING AND SETTLEMENT
17
UNDERWRITING AND DISTRIBUTION
19
GENERAL INFORMATION
24
IN CONNECTION WITH THIS ISSUE, SCOTIA CAPITAL INC. AND/OR ONE OF ITS AFFILIATES
(THE "STABILISING MANAGER") (OR ANY PERSON(S) ACTING ON BEHALF OF THE STABILISING
MANAGER) MAY OVER-ALLOT BONDS OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE
MARKET PRICE OF THE BONDS AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE
PREVAIL. HOWEVER, STABILISATION MAY NOT NECESSARILY OCCUR. ANY STABILISING ACTION
MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF
THE OFFER OF THE BONDS IS MADE AND, IF BEGUN, MAY CEASE AT ANY TIME, BUT IT MUST END NO
LATER THAN THE EARLIER OF 30 DAYS AFTER FEBRUARY 23, 2022 AND 60 DAYS AFTER THE DATE OF
ALLOTMENT OF THE BONDS. ANY STABILISATION ACTION OR OVER-ALLOTMENT MUST BE
CONDUCTED BY THE STABILISING MANAGER (OR ANY PERSON(S) ACTING ON BEHALF OF THE
STABILISING MANAGER) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
- 4 -

DESCRIPTION OF THE BOND INDENTURE AND THE BONDS
General
The Bonds will be issued by the Issuer as a series of bonds that have the benefit of and are subject to a bond trust
indenture between the Issuer, Computershare Trust Company of Canada and Computershare Trust Company, N.A. (the "Bond
Trustees") dated as of March 14, 2011, as amended May 12, 2020 (the "Base Indenture"), and as supplemented by a
supplemental indenture between the Issuer and the Bond Trustees dated November 24, 2021, and a further supplemental
indenture to be dated February 23, 2022 (the "Supplemental Indenture"; the Base Indenture as so supplemented is referred to
herein as the "Bond Indenture"). CMHC, as agent of Her Majesty in right of Canada ("Canada") has guaranteed the timely
payment of principal and interest payable on the Bonds (the "CMHC Guarantee"). The CMHC Guarantee is given pursuant to
a commitment to guarantee obligations agreement dated as of April 9, 2001 (as amended, supplemented, restated or replaced
from time to time) between the Issuer and the Guarantor in respect of bonds to be issued pursuant to the Base Indenture as
supplemented from time to time. The text of, and statutory authority for, the CMHC Guarantee is set out under "CMHC
Guarantee" below. The CMHC Guarantee will be set out in the Supplemental Indenture; if the Global Bond is issued in
certificated form, it will be set out on the Global Bond, and if Bonds are issued in definitive form, on the certificate for each
such Bond. The Issuer may issue further bonds, including further Series 103 Bonds, as described under "Further Issues"
below.
The Bonds constitute a further issuance of and will form a single series with the Issuer's outstanding C$1,000,000,000
in principal amount of Series 103 Bonds issued on November 24, 2021. When the Bonds are issued, the total principal amount
of Series 103 Bonds outstanding will be C$2,000,000,000. The Bonds will have the same Common Code, ISIN and CUSIP
number as the Series 103 Bonds issued on November 24, 2021.
The terms and conditions of the Bond Indenture and the Bonds are summarised below and are subject to the detailed
provisions of the Bond Indenture and the exhibits thereto, including the form of the Global Bond. Investors may review a copy
of the Bond Indenture and the Global Bond (if issued in certificated form) during normal business hours at the offices of the
Bond Trustees at 100 University Avenue, 8th Floor, Toronto, Ontario, Canada and 6200 South Quebec Street, Greenwood
Village, Colorado, United States of America and, once the relevant paying agent has been appointed, at the offices of the
Paying Agent in Luxembourg set out below. Holders of the Bonds are bound by, and deemed to have notice of, the provisions
contained in the Bond Indenture.
Status of the Bonds
The Bonds constitute direct and unconditional obligations of the Issuer, shall rank pari passu and without any
preference among themselves, and have a second-ranking security interest in the Secured Property (as defined below).
References hereinafter to principal and interest in respect of the Bonds shall be deemed also to refer to any Additional
Amounts which may be payable under the provisions set out under "Taxation" below.
Security Interest
To secure the due payment of all principal of, and interest (including interest on overdue principal and interest) on and
premium (if any) and other monies for the time being and from time to time payable on the Bonds, the Issuer has
unconditionally mortgaged, charged to and in favour of the Bond Trustees and granted the Bond Trustees a security interest
(the "Security Interest") in all the right, title and interest of the Issuer in and to its real and personal property, realizable
against all of such assets excluding (i) the proceeds of any future bonds of a Specified Asset Series (see below - "Further
Issues"), (ii) the assets purchased with such proceeds and all proceeds from the disposition of such assets, (iii) all renewals,
substitutions and replacements for any of the foregoing, and (iv) amounts receivable by the Issuer under all swap and other
hedge documents relating to such assets (such excluded assets are hereinafter referred to as the "Series Assets", and the right,
title and interest of the Issuer in and to its real and personal property other than the Series Assets is hereinafter referred to as the
"Secured Property"). The Security Interest is subject to CMHC's Security Interest described below.
CMHC Guarantee
The following is the text of the CMHC Guarantee, which will be set out in the Supplemental Indenture, on the Global
Bond if issued in certificated form and, if issued, on each Bond in definitive form:
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"Canada Mortgage and Housing Corporation as agent for Her Majesty in right of Canada hereby guarantees
the timely payment of the principal and interest set forth in this instrument in accordance with the terms and
conditions of this instrument, pursuant to the powers given to it in Sections 4 and 14 of the National Housing
Act, R.S.C. 1985, as amended, which expressly provide that `Every right or obligation acquired or incurred by
the Corporation under this Act, whether in its name or in the name of Her Majesty, is a right or obligation of
Her Majesty' (Section 4), and `The Corporation may guarantee payment of any or all principal or interest, or
both, in respect of securities issued on the basis of housing loans' (Section 14). It is certified that no provision
of any law or contract adversely affects the rights of the holder to the benefit of this guarantee."
In the event of any Payment Default (as defined in the Bond Indenture see "Payment Default" below) the holders of
the Bonds through the Bond Trustees will have recourse to the CMHC Guarantee and to the Secured Property pursuant to the
Security Interest.
Status of the CMHC Guarantee
The CMHC Guarantee constitutes a direct unconditional obligation of the Guarantor and as such carries the full faith
and credit of Canada and constitutes a direct unconditional obligation of Canada. Amounts payable under the CMHC
Guarantee of the principal of and interest on the Bonds constitute a charge on and are payable out of the Consolidated Revenue
Fund of Canada. The CMHC Guarantee ranks equally with all of the Guarantor's other unsecured and unsubordinated
indebtedness and obligations from time to time outstanding. As security for the Issuer's obligations to the Guarantor, including
its obligation to indemnify the Guarantor in respect of the CMHC Guarantee, the Issuer has granted, in favour of the Guarantor,
a first ranking mortgage of, charge on and security interest in all of the present and after acquired undertaking and property of
the Issuer (other than consumer goods and the initial $10,000 of capital of the Issuer) ("CMHC's Security Interest").
Form, Denomination and Registration
The Bonds will be issued in the form of a fully registered Global Bond registered in the name of CDS & CO., as
nominee of CDS and held by CDS. Beneficial interests in the Global Bond will be represented through book-entry accounts of
financial institutions acting on behalf of beneficial owners as direct and indirect participants in CDS. Investors may elect to
hold beneficial interests in the Global Bond directly through any of CDS (in Canada) or Clearstream, Luxembourg or Euroclear
(in Europe) if they are participants of such systems, or indirectly through organisations which are participants in such systems.
Clearstream, Luxembourg and Euroclear will hold interests on behalf of their participants through customers' securities
accounts in the names of Clearstream, Luxembourg and Euroclear, respectively, on the books of their respective Canadian
subcustodians (the "Canadian Subcustodians"), each of which is a Canadian Schedule I chartered bank, which in turn will
hold such interests in customers' securities accounts in the names of the Canadian Subcustodians on the books of CDS. Except
in the limited circumstances described herein, owners of beneficial interests in the Global Bond will not be entitled to have
Bonds registered in their names, will not receive or be entitled to receive physical delivery of Bonds in definitive form and will
not be considered owners or holders thereof under the Bond Indenture. See "Description of the Bond Indenture and the Bonds
Title" and "Description of the Bond Indenture and the Bonds Definitive Certificates".
Bonds will only be sold in minimum denominations of C$5,000 and integral multiples thereof.
The Bonds will be recorded in a register maintained by Computershare Trust Company of Canada (in its capacity as
one of the Bond Trustees) and will be registered in the name of CDS & CO., for the benefit of owners of beneficial interests in
the Global Bond, including participants of Clearstream, Luxembourg and Euroclear.
The Bond Trustees will be responsible for (i) maintaining a record of the aggregate holdings of the Bonds by CDS &
CO.; (ii) ensuring that payments of principal and interest in respect of the Bonds are duly credited to CDS & CO.; and (iii)
transmitting to the Issuer any notices from the registered holders of Bonds.
The Bond Trustees will not impose any fees on the registered holders of Bonds in respect of the Bonds, other than
reasonable fees for the replacement of lost, stolen, mutilated or destroyed Bonds. However, owners of beneficial interests in
the Global Bond may incur fees payable in respect of the maintenance and operation of the book-entry accounts in which such
interests are held with the clearing systems.
Title
Subject to applicable law and the terms of the Bond Indenture, the Issuer, the Guarantor and the Bond Trustees will
treat the person in whose name the Global Bond is registered, initially CDS & CO., as the owner of such Global Bond for the
purpose of making payments of principal and interest on the Bonds represented thereby and for all other purposes whatsoever,
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except in respect of the payment of Additional Amounts. Therefore, none of the Issuer, the Guarantor nor the Bond Trustees
has any direct responsibility or liability for the payment of principal or interest on the Bonds to owners of beneficial interests in
the Global Bond.
Interest
The Bonds will bear interest from December 15, 2021 to maturity at the Floating Rate (as defined below). Interest
from and including December 15, 2021 to but excluding March 15, 2022 will be payable in arrears on March 15, 2022. Interest
on the Bonds will be payable at the Floating Rate in arrears on March 15, June 15, September 15 and December 15, in each
year (each an "interest payment date") for the period from and including the immediately preceding interest payment date to
but excluding such interest payment date (each an "Interest Period") until maturity. Any overdue principal or interest on the
Bonds shall bear interest at the Floating Rate (before as well as after default) until paid, or if earlier, when the full amount of
the moneys payable has been received by the Bond Trustees and notice to that effect has been given in accordance with
"Notices" below. With respect to amounts payable on a day that is not a business day, see "Description of the Bond Indenture
and the Bonds Payments" below.
The Floating Rate on the Bonds will be determined by a calculation agent (the "Calculation Agent") appointed for
that purpose by the Issuer with the consent of the Bond Trustees and the Guarantor. Canadian Imperial Bank of Commerce,
which also provides administrative services to the Issuer, will initially act as the Calculation Agent, and may be replaced by the
Issuer with the consent of the Bond Trustees and the Guarantor. The determination of the Floating Rate by the Calculation
Agent shall, in the absence of manifest error, be conclusive for all purposes and be binding on the Issuer, the Guarantor, the
Bond Trustees and the registered holders of Bonds.
The "Floating Rate" applicable to any Interest Period hereunder shall be an annual rate of interest equal to 3 Month
CDOR on the first business day of such Interest Period (each a "Reset Date") less 18.0 basis points, provided that if the
Floating Rate is less than zero with respect to any Interest Period, no interest shall be owing or payable by or to the Issuer for
that Interest Period.
"3 Month CDOR" for any date shall equal CDOR for Canadian dollar bankers' acceptances having a term to maturity
of three months, as shown on the "Bloomberg Screen" (as defined in the International Swaps and Derivatives Association, Inc.
("ISDA") 2021 ISDA Interest Rate Derivatives Definitions, including the annex to them, as modified and amended from time
to time) as of approximately 10:15 a.m., Toronto time (or the amended publication time for CDOR, if any, as specified by the
CDOR benchmark administrator in its CDOR benchmark methodology), on that date, as determined by the Calculation Agent
on, or as soon as practicable following, such date.
"CDOR" means the Canadian Dollar rate for bankers' acceptance borrowings known as the Canadian Dollar Offered
Rate administered by the CDOR benchmark administrator.
"CDOR benchmark administrator" means Refinitiv Benchmark Services (UK) Limited, as the administrator of
CDOR, (or a successor administrator).
Notwithstanding the foregoing, if the Calculation Agent, after consultation with the Issuer, determines that any of the
events described below in paragraphs (a), (b), (c), (d) or (e) have occurred, the Calculation Agent shall substitute for 3 Month
CDOR, the alternative rates contemplated by paragraphs (a), (b), (c), (d) or (e), but subject to the provisions of paragraph (f) as
applicable, provided that: (i) the rate set out in paragraph (b) shall only apply if the rate set out in paragraph (a) is not available,
(ii) the rate set out in paragraph (c) shall only apply if the neither rate set out in paragraphs (a) or (b) is available, (iii) the rate
set out in paragraph (d) shall only apply if the none of the rates set out in paragraphs (a), (b) or (c) is available, and (iv) the rate
set out in paragraph (e) shall only apply if the none of the rates set out in paragraphs (a), (b), (c) or (d) is available.
(a)
CDOR
(i)
No Index Cessation Effective Date with respect to 3 Month CDOR. If, by 10:15 a.m., Toronto time (or the
amended publication time for 3 Month CDOR, if any, as specified by the CDOR benchmark administrator in
its CDOR benchmark methodology), on the Reset Date for a relevant Interest Period, 3 Month CDOR in
respect of such day has not been published on the Bloomberg Screen and an Index Cessation Effective Date
has not occurred, then the rate for that Reset Date will be 3 Month CDOR in respect of such day, as provided
by the administrator of CDOR and published by an authorized distributor or by the administrator of CDOR
itself. If by noon, Toronto time (or one hour and forty-five minutes after the amended publication time for 3
Month CDOR), on that Reset Date, neither the administrator of CDOR nor an authorized distributor has
provided or published 3 Month CDOR in respect of such day and an Index Cessation Effective Date has not
- 7 -

occurred, then the rate for that Reset Date will be a rate formally recommended for use by the administrator
of CDOR during the period of non-publication of 3 Month CDOR and for so long as an Index Cessation
Effective Date has not occurred. If no such rate is available, then the Calculation Agent, in consultation with
the Issuer, shall determine a commercially reasonable alternative for 3 Month CDOR, taking into account any
rate implemented by central counterparties and/or futures exchanges, in each case with trading volumes in
derivatives or futures referencing 3 Month CDOR that the Calculation Agent considers sufficient for that rate
to be a representative alternative rate.
(ii)
Index Cessation Effective Date with respect to 3 Month CDOR. Upon the occurrence of an Index Cessation
Event, the rate for a Reset Date occurring on or after the Index Cessation Effective Date will be determined
as if references to 3 Month CDOR were references to Fallback Rate (CORRA) for the `Original IBOR Rate
Record Day' that corresponds to the Reset Date, as most recently provided or published as at 11:30 a.m.,
Toronto time on the related Fallback Observation Day. If neither Bloomberg Index Services Limited (or a
successor provider as approved and/or appointed by ISDA from time to time) provides, nor authorized
distributors publish, Fallback Rate (CORRA) for that `Original IBOR Rate Record Day' at, or prior to, 11:30
a.m., Toronto time on the related Fallback Observation Day and a Fallback Index Cessation Effective Date
with respect to Fallback Rate (CORRA) has not occurred, then the rate for that Reset Date will be Fallback
Rate (CORRA) as most recently provided or published at that time for the most recent `Original IBOR Rate
Record Day', notwithstanding that such day does not correspond to the Reset Date.
(b)
Fallback Rate (CORRA)
(i)
Fallback Index Cessation Effective Date with respect to Fallback Rate (CORRA). Upon the occurrence of a
Fallback Index Cessation Event with respect to Fallback Rate (CORRA), the rate for a Reset Date for a
relevant Interest Period in respect of which the Fallback Observation Day occurs on or after the Fallback
Index Cessation Effective Date with respect to Fallback Rate (CORRA) will be the Canadian Overnight Repo
Rate Average ("CORRA") administered by the Bank of Canada (or any successor administrator), to which
the Calculation Agent shall apply the most recently published spread, as at the Fallback Index Cessation
Effective Date with respect to Fallback Rate (CORRA), referred to in the definition of "Fallback Rate
(CORRA)" after making such adjustments to CORRA as are necessary to account for any difference in term
structure or tenor of CORRA by comparison to Fallback Rate (CORRA) and by reference to the Bloomberg
IBOR Fallback Rate Adjustments Rule Book.
(c)
CORRA
(i)
No Fallback Index Cessation Effective Date with respect to CORRA. If neither the administrator nor
authorized distributors provide or publish CORRA and a Fallback Index Cessation Effective Date with
respect to CORRA has not occurred, then, in respect of any day for which CORRA is required, references to
CORRA will be deemed to be references to the last provided or published CORRA.
(ii)
Fallback Index Cessation Effective Date with respect to CORRA. If a Fallback Index Cessation Effective
Date occurs with respect to each of Fallback Rate (CORRA) and CORRA, then the rate for a Reset Date for a
relevant Interest Period in respect of which the Fallback Observation Day occurs on or after the Fallback
Index Cessation Effective Date with respect to Fallback Rate (CORRA) (or, if later, the Fallback Index
Cessation Effective Date with respect to CORRA) will be the CAD Recommended Rate, to which the
Calculation Agent shall apply the most recently published spread, as at the Fallback Index Cessation
Effective Date with respect to Fallback Rate (CORRA), referred to in the definition of "Fallback Rate
(CORRA)" after making such adjustments to the CAD Recommended Rate as are necessary to account for
any difference in term structure or tenor of the CAD Recommended Rate by comparison to Fallback Rate
(CORRA) and by reference to the Bloomberg IBOR Fallback Rate Adjustments Rule Book.
(d)
CAD Recommended Rate.
(i)
No Fallback Index Cessation Effective Date with respect to CAD Recommended Rate. If there is a CAD
Recommended Rate before the end of the first business day following the Fallback Index Cessation Effective
Date with respect to Fallback Rate (CORRA) (or, if later, the end of the first business day following the
Fallback Index Cessation Effective Date with respect to CORRA) but neither the administrator nor
authorized distributors provide or publish the CAD Recommended Rate and a Fallback Index Cessation
Effective Date with respect to it has not occurred, then, in respect of any day for which the CAD
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Recommended Rate is required, references to the CAD Recommended Rate will be deemed to be references
to the last provided or published CAD Recommended Rate.
(ii)
No CAD Recommended Rate or Fallback Index Cessation Effective Date with respect to CAD
Recommended Rate. If: there is no CAD Recommended Rate before the end of the first business day
following the Fallback Index Cessation Effective Date with respect to Fallback Rate (CORRA) (or, if later,
the end of the first business day following the Fallback Index Cessation Effective Date with respect to
CORRA); or there is a CAD Recommended Rate and a Fallback Index Cessation Effective Date
subsequently occurs with respect to it, then the rate for a Reset Date for a relevant Interest Period in respect
of which the Fallback Observation Day occurs on or after the Fallback Index Cessation Effective Date with
respect to Fallback Rate (CORRA) (or, if later, the Fallback Index Cessation Effective Date with respect to
CORRA) or the Fallback Index Cessation Effective Date with respect to the CAD Recommended Rate (as
applicable) will be Bank of Canada's Target for the Overnight Rate as set by the Bank of Canada and
published on the Bank of Canada's Website (the "BOC Target Rate"), to which the Calculation Agent shall
apply the most recently published spread, as at the Fallback Index Cessation Effective Date with respect to
Fallback Rate (CORRA), referred to in the definition of "Fallback Rate (CORRA)" after making such
adjustments to the BOC Target Rate as are necessary to account for any difference in term structure or tenor
of the BOC Target Rate by comparison to Fallback Rate (CORRA) and by reference to the Bloomberg IBOR
Fallback Rate Adjustments Rule Book.
(e)
BOC Target Rate.
No Fallback Index Cessation Effective Date with respect to BOC Target Rate. If neither the administrator
nor authorized distributors provide or publish the BOC Target Rate and a Fallback Index Cessation Effective
Date with respect to the BOC Target Rate has not occurred, then, in respect of any day for which the BOC
Target Rate is required, references to the BOC Target Rate will be deemed to be references to the last
provided or published BOC Target Rate.
(f)
Applicable Fallback Rate Conforming Change.
Notwithstanding the foregoing, in connection with the implementation of an Applicable Fallback Rate, the
Calculation Agent may, in consultation with the Issuer, make such adjustments to the Applicable Fallback
Rate or the spread thereon, as well as the business day convention, Reset Dates and related provisions and
definitions including the Fallback Observation Day, in each case that are consistent with accepted market
practice for the use of the Applicable Fallback Rate for debt obligations such as the Bonds in such
circumstances.
(g)
Definitions. For the purposes of paragraphs (a), (b), (c), (d), (e) and (f) above, the following terms shall have the
meaning set out below:
(i)
"Applicable Fallback Rate" means one of Fallback Rate (CORRA), CORRA, the CAD Recommended Rate,
or the BOC Target Rate, as applicable;
(ii)
"Bloomberg IBOR Fallback Rate Adjustments Rule Book" means the IBOR Fallback Rate Adjustments
Rule Book published by Bloomberg Index Services Limited (or a successor provider as approved and/or
appointed by ISDA from time to time) as updated from time to time in accordance with its terms;
(iii)
"CAD Recommended Rate" means the rate (inclusive of any spreads or adjustments) recommended as the
replacement for CORRA by a committee officially endorsed or convened by the Bank of Canada for the
purpose of recommending a replacement for CORRA (which rate may be produced by the Bank of Canada or
another administrator) and as provided by the administrator of that rate or, if that rate is not provided by the
administrator thereof (or a successor administrator), published by an authorized distributor;
(iv)
"Fallback Index Cessation Effective Date" means, in respect of a Fallback Index Cessation Event, the first
date on which the Applicable Fallback Rate is no longer provided. If the Applicable Fallback Rate ceases to
be provided on the same day that it is required to determine the rate for a Reset Date pursuant to the terms of
the Bonds but it was provided at the time at which it is to be observed pursuant to the terms of the Bonds (or,
if no such time is specified in the Bonds, at the time at which it is ordinarily published), then the Fallback
Index Cessation Effective Date will be the next day on which the rate would ordinarily have been published.
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(v)
"Fallback Index Cessation Event" means:
(A)
a public statement or publication of information by or on behalf of the administrator or provider of
the Applicable Fallback Rate announcing that it has ceased or will cease to provide the Applicable
Fallback Rate permanently or indefinitely, provided that, at the time of the statement or publication,
there is no successor administrator or provider that will continue to provide the Applicable Fallback
Rate; or
(B)
if the Applicable Fallback Rate is:
(1)
Fallback Rate (CORRA), a public statement or publication of information by the regulatory
supervisor for the administrator of Fallback Rate (CORRA), the Bank of Canada, an
insolvency official with jurisdiction over the administrator for Fallback Rate (CORRA), a
resolution authority with jurisdiction over the administrator for Fallback Rate (CORRA) or
a court or an entity with similar insolvency or resolution authority over the administrator
for Fallback Rate (CORRA), which states that the administrator of Fallback Rate
(CORRA) has ceased or will cease to provide the Fallback Rate (CORRA) permanently or
indefinitely, provided that, at the time of the statement or publication, there is no successor
administrator that will continue to provide Fallback Rate (CORRA); or
(2)
CORRA, the CAD Recommended Rate, or the BOC Target Rate, a public statement or
publication of information by the regulatory supervisor for the administrator or provider of
the Applicable Fallback Rate, the Bank of Canada, an insolvency official with jurisdiction
over the administrator or provider for the Applicable Fallback Rate, a resolution authority
with jurisdiction over the administrator or provider for the Applicable Fallback Rate or a
court or an entity with similar insolvency or resolution authority over the administrator or
provider for the Applicable Fallback Rate, which states that the administrator or provider of
the Applicable Fallback Rate has ceased or will cease to provide the Applicable Fallback
Rate permanently or indefinitely, provided that, at the time of the statement or publication,
there is no successor administrator or provider that will continue to provide the Applicable
Fallback Rate.
(vi)
"Fallback Observation Day" means, in respect of a Reset Date and the relevant Interest Period to which that
Reset Date relates, the day that is two business days preceding the related interest payment date.
(vii)
"Fallback Rate (CORRA)" means the term adjusted CORRA plus the spread relating to CDOR, in each
case, for a relevant Interest Period provided by Bloomberg Index Services Limited (or a successor provider
as approved and/or appointed by ISDA from time to time), as the provider of term adjusted CORRA and the
spread, on the Fallback Rate (CORRA) Screen (or by other means) or provided to, and published by,
authorized distributors;
(viii)
"Fallback Rate (CORRA) Screen" means the Bloomberg Screen corresponding to the Bloomberg ticker for
the fallback for 3 Month CDOR for a relevant Interest Period accessed via the Bloomberg Screen <FBAK>
<GO> Page (or, if applicable, accessed via the Bloomberg Screen <HP><GO>) or any other published
source designated by Bloomberg Index Services Limited (or a successor provider as approved and/or
appointed by ISDA from time to time);
(ix)
"Index Cessation Effective Date" means, in respect of one or more Index Cessation Events, the first date on
which 3 Month CDOR is no longer provided. If 3 Month CDOR ceases to be provided on the Relevant
Original Fixing Date but it was provided at the time at which it is to be observed pursuant to the terms of the
Bonds, then the Index Cessation Effective Date will be the next day on which the rate would ordinarily have
been published;
(x)
"Index Cessation Event" means:
(A)
a public statement or publication of information by or on behalf of the administrator of CDOR
announcing that it has ceased or will cease to provide 3 Month CDOR permanently or indefinitely,
provided that, at the time of the statement or publication, there is no successor administrator that
will continue to provide 3 Month CDOR; or
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