Interest
The notes will bear interest (i) from the date of issuance to, but excluding, April , 2027 (the Fixed Rate
Period), semi-annually on each April and October , commencing October , 2024 (the fixed rate interest payment dates), at a rate equal to % per annum, and
(ii) from, and including, April , 2027 to, but excluding, maturity (the Floating Rate Period), quarterly on each January , April , July and October , commencing
July , 2027 (the floating rate interest payment dates, and, together with the fixed rate interest payment dates, the interest payment dates), at a rate equal to Daily Compounded CORRA (Index)
plus the Spread, subject to the Minimum Interest Rate and subject to modification as disclosed herein.
See Description of Debt
SecuritiesInterest and Principal Payments, Fixed Rate Debt Securities and Floating Rate Debt Securities in the accompanying prospectus for a general discussion of how interest on the notes will be
calculated and paid, modified as provided herein.
Certain Defined Terms
A business day means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking
institutions are authorized or required by law or regulation or executive order to close in Toronto, Ontario, Canada or New York, New York, United States.
An interest period means the period from, and including, an interest payment date to, but excluding, the next succeeding
interest payment date, except for the initial interest period, which will be the period from the date of issuance to, but excluding, October , 2024.
The record date for any interest payment date is the third business day immediately prior to that interest payment date.
As used herein with respect to the Floating Rate Period:
A Bank of Canada Business Day is a day that Schedule 1 banks under the Bank Act (Canada) are open for business in
Toronto, Ontario, Canada, other than a Saturday or a Sunday or a public holiday in Toronto (or such revised regular publication calendar for CORRA, the CORRA Compounded Index or an Applicable CORRA Fallback Rate (as defined below) as may be adopted
by the CORRA Reference Rate Administrator (as defined below) from time to time).
The calculation agent for the notes
has not been appointed, but we will appoint a calculation agent prior to the commencement of the Floating Rate Period. An affiliate of ours may be appointed the calculation agent. All references herein to designee in the sections
entitled Risk Factors and Floating Rate PeriodDetermination of Daily Compounded CORRA (Index) shall mean the calculation agent appointed by us.
CORRA means, with respect to any Bank of Canada Business Day, a reference rate equal to the daily Canadian Overnight Repo
Rate Average for that day, as published by the CORRA Reference Rate Administrator, on the website of the CORRA Reference Rate Administrator or any successor website on the immediately following Bank of Canada Business Day. As used herein, references
to compounded CORRA mean Daily Compounded CORRA (as defined below).
The CORRA Compounded Index
means the measure of the cumulative impact of CORRA compounding over time administered and published by the CORRA Reference Rate Administrator.
The CORRA Reference Rate Administrator means the Bank of Canada or any successor administrator for CORRA and/or the CORRA
Compounded Index or the administrator (or its successor) of another Applicable CORRA Fallback Rate, as applicable.
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