Common use of Additional Termination Provisions Clause in Contracts

Additional Termination Provisions. (i) If (1) the rating of the short-term, unsecured, unsubordinated and unguaranteed debt obligations or, respectively, the long-term, unsecured, unsubordinated and unguaranteed debt obligations of Party A or any credit support provider or guarantor from time to time in respect of Party A cease to be rated at least as high as, respectively, “P-1” or “A-2” (the “Minimum ▇▇▇▇▇’▇ Rating”) by ▇▇▇▇▇’▇ Investors Service Inc. (“Moody’s”), (2) the short-term issuer default rating by Fitch, Inc. (“Fitch”) and, respectively, the long-term issuer default rating by Fitch of Party A or any credit support provider or guarantor from time to time in respect of Party A cease to be at least as high as, respectively, “F1” and “A” (the “Minimum Fitch Rating”), or (3) the rating of the short-term unsecured, unsubordinated and unguaranteed debt obligations and the long-term unsecured, unsubordinated and unguaranteed debt obligations of Party A or any credit support provider or guarantor from time to time in respect of Party A cease to be rated at least as high as, respectively, “R-1 (middle)” and “A (high)” (the “Minimum DBRS Rating” and, together with the Minimum ▇▇▇▇▇’▇ Rating and Minimum Fitch Rating, the “Minimum Ratings” and each a “Minimum Rating”) by DBRS Limited (“DBRS” and, together with Moody’s and Fitch and each of their respective successors, the “Rating Agencies” and each a “Rating Agency”), (each such cessation being an “Initial Rating Event”), then Party A will, at its own cost, either: (A) transfer credit support in accordance with the provisions of the ISDA Credit Support Annex within 10 Business Days of the occurrence of the first such Initial Rating Event caused by a failure to maintain the ratings specified by Moody’s, Fitch or DBRS; (B) subject to Part 5(p), transfer all of its rights and obligations with respect to this Agreement to a replacement third party that satisfies the Minimum Ratings requirement of all Rating Agencies, in respect of which prior Rating Agency Confirmation has been received and that is satisfactory to the Bond Trustee (whose consent shall be given if the replacement third party has the relevant Minimum Rating or if the relevant Rating Agency confirms that such transfer would maintain the ratings of the Covered Bonds by such Rating Agency at, or restore the rating of the Covered Bonds by such Rating Agency to, the level at which it was immediately prior to such Initial Rating Event) within 30 calendar days of the occurrence of the first such Initial Rating Event; or (C) obtain an Eligible Guarantee (defined below) in respect of which prior Rating Agency Confirmation has been received and that is satisfactory to the Bond Trustee (whose consent shall be given if the third party has the relevant Minimum Rating or if the relevant Rating Agency confirms that such Eligible Guarantee would maintain the ratings of the Covered Bonds by such Rating Agency at, or restore the rating of the Covered Bonds by such Rating Agency to, the level at which it was immediately prior to such Initial Rating Event) within 30 calendar days of the occurrence of the first such Initial Rating Event. If any of sub-paragraphs (i)(B) or (i)(C) above are satisfied at any time, Party A will not be required to transfer any additional credit support in respect of such Initial Rating Event. If any transferee of Party A’s rights and obligations under sub-paragraph (i)(B) or any guarantor of Party A’s rights and obligations under sub-paragraph (i)(C) does not have the Minimum Ratings, such transferee or guarantor shall transfer credit support in accordance with the provisions of the ISDA Credit Support Annex with effect from the date of appointment of such transferee or guarantor.

Additional Termination Provisions. (i) If (1) the rating of the short-term, unsecured, unsubordinated and unguaranteed debt obligations or, respectively, the long-term, unsecured, unsubordinated and unguaranteed debt obligations term counterparty risk assessment of Party A or any credit support provider or guarantor from time to time in respect Credit Support Provider of Party A cease A, as applicable, ceases to be rated at least as high as, respectively, as “P-1” or “A-2A2(cr)” (the “Minimum ▇▇▇▇▇’▇ Rating”) , by ▇▇▇▇▇’▇ Investors Service Inc. (“Moody’s”), (2) (i) the short-term issuer default rating by Fitch, Inc. (the “FitchFitch ST Rating”) andor (ii) the derivative counterparty rating, respectivelyif one is assigned, and if not, the long-term issuer default rating by Fitch (as applicable, the “▇▇▇▇▇ ▇▇ Rating”), in each case, of Party A or any credit support provider or guarantor from time to time in respect Credit Support Provider of Party A cease A, as applicable, ceases to be at least as high as, respectively, “F1” and or “A” (the “Minimum Fitch Rating”, provided that, for greater certainty, only one of such ratings from Fitch is required to have the Minimum Fitch Rating) by Fitch Ratings, Inc. (“Fitch”), or (3) the rating of the short-term term, unsecured, unsubordinated and unguaranteed debt obligations and or the long-term term, unsecured, unsubordinated and unguaranteed debt obligations of Party A or any credit support provider or guarantor Credit Support Provider from time to time in respect of Party A A, as applicable, cease to be rated at least as high as, respectively, “R-1 (middleR-1(low)” and or “A (high)A” (the “Minimum DBRS Rating” ”, provided that, for greater certainty, only one of such ratings from DBRS is required to have the Minimum DBRS Rating and, together with the Minimum ▇▇▇▇▇’▇ Rating and Minimum Fitch Rating, the “Minimum Ratings” and each a “Minimum Rating”) by DBRS Limited (“DBRS” and, together with Moody’s and Fitch and each of their respective successors, the “Rating Agencies” and each a “Rating Agency”), (each such cessation being an “Initial Rating Event”), then Party A will, at its own cost, either: (A) transfer Transfer credit support in accordance with the provisions of the ISDA Credit Support Annex within 10 Business Days 14 calendar days of the occurrence of the first such Initial Rating Event caused by a failure to maintain the ratings specified by Moody’s, Fitch or DBRSEvent; (B) subject to Part 5(p5(m), transfer all of its rights and obligations with respect to this Agreement to a replacement third party that satisfies the Minimum Ratings requirement of all Rating Agencies, in respect subject to satisfaction of which prior the Rating Agency Confirmation has been received Condition, and that is satisfactory to the Bond Trustee within (whose consent shall be given if the replacement third party has the relevant Minimum Rating or if the relevant Rating Agency confirms that such transfer would maintain the ratings x) 30 Montreal Business Days of the Covered Bonds by such Rating Agency at, or restore the rating occurrence of the Covered Bonds by such Rating Agency to, the level at which it was immediately prior to first such Initial Rating EventEvent caused by a downgrade by Moody’s or (y) within 30 calendar days of the occurrence of the first such Initial Rating Event caused by a downgrade of DBRS or Fitch, provided that, in each case, Party A transfers credit support in accordance with the provisions of the ISDA Credit Support Annex within 14 calendar days of the occurrence of the first such Initial Rating Event; or; (C) obtain a guarantee (an “Eligible Guarantee (defined belowGuarantee”) in of its rights and obligations with respect to this Agreement from a third party that satisfies the Minimum Ratings requirement of which prior all Rating Agencies, subject to satisfaction of the Rating Agency Confirmation has been received Condition, and that is satisfactory to the Bond Trustee within (whose consent shall be given if the third party has the relevant Minimum Rating or if the relevant Rating Agency confirms that such Eligible Guarantee would maintain the ratings x) 30 Montreal Business Days of the Covered Bonds by such Rating Agency at, or restore the rating occurrence of the Covered Bonds by such Rating Agency to, the level at which it was immediately prior to first such Initial Rating EventEvent caused by a downgrade by Moody’s or (y) 30 calendar days of the occurrence of the first such Initial Rating Event caused by a downgrade of DBRS or Fitch, provided that, in each case, Party A transfers credit support in accordance with the provisions of the ISDA Credit Support Annex within 30 14 calendar days of the occurrence of the first such Initial Rating Event. If any of sub-paragraphs (i)(B) or (i)(C) above are is satisfied at any time, Party A will not be required to transfer any additional credit support in respect of such Initial Rating Event. If If, (1) the long-term counterparty risk assessment of Party A or any transferee Credit Support Provider of Party A’s rights and obligations under sub-paragraph (i)(B) or any guarantor of Party A’s rights and obligations under sub-paragraph (i)(C) does not have the Minimum Ratings, such transferee or guarantor shall transfer credit support in accordance with the provisions of the ISDA Credit Support Annex with effect from the date of appointment of such transferee or guarantor.as applicable, ceases to be at least as high as “A3(cr)” by Moody’s,

Additional Termination Provisions. (i) If (1) (x) S&P Option 4 is in effect and the long-term, unsecured, unsubordinated and unguaranteed debt obligations of Party A (or its successor) or any credit support provider or guarantor from time to time in respect of Party A cease to be rated at least “A+” by Standard & Poor’s Rating Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. (“S&P”), or (y) S&P Option 1 or S&P Option 3 is in effect and the long-term, unsecured, unsubordinated and unguaranteed debt obligations of Party A (or its successor) or any credit support provider or guarantor from time to time in respect of Party A cease to be rated at least “A” by S&P (in each case, as applicable, the “Minimum S&P Rating”), (2) the rating of the short-term, unsecured, unsubordinated and unguaranteed debt obligations or, respectively, the long-term, unsecured, unsubordinated and unguaranteed debt obligations of Party A or any credit support provider or guarantor from time to time in respect of Party A cease to be rated at least as high as, respectively, “P-1” or “A-2” (the “Minimum ▇▇▇▇▇’▇ Rating”) by ▇▇▇▇▇’▇ Investors Service Inc. (“Moody’s”), (23) the short-term issuer default rating by Fitch, Inc. (“Fitch”) and, respectively, the long-term issuer default rating by Fitch of Party A or any credit support provider or guarantor from time to time in respect of Party A cease to be at least as high as, respectively, “F1” and “A” (the “Minimum Fitch Rating”), or (34) the rating of the short-term unsecured, unsubordinated and unguaranteed debt obligations and the long-term unsecured, unsubordinated and unguaranteed debt obligations of Party A or any credit support provider or guarantor from time to time in respect of Party A cease to be rated at least as high as, respectively, “R-1 (middle)” and “A (high)” (the “Minimum DBRS Rating” and, together with the Minimum S&P Rating, Minimum ▇▇▇▇▇’▇ Rating and Minimum Fitch Rating, the “Minimum Ratings” and each a “Minimum Rating”) by DBRS Limited (“DBRS” and, together with Moody’s S&P, ▇▇▇▇▇’▇ and Fitch and each of their respective successors, the “Rating Agencies” and each a “Rating Agency”), (each such cessation being an “Initial Rating Event”), then Party A will, at its own cost, either: (A) transfer credit support in accordance with the provisions of the ISDA Credit Support Annex within 10 Business Days of the occurrence of the first such Initial Rating Event caused by a failure to maintain the ratings specified by Moody’s, Fitch or Fitch, DBRS, or, if S&P Option 1 is in effect, by S&P; (B) subject to Part 5(p), transfer all of its rights and obligations with respect to this Agreement to a replacement third party that satisfies the Minimum Ratings requirement of all Rating Agencies, in respect of which prior Rating Agency Confirmation has been received where such Initial Rating Event is caused by a failure to maintain the ratings specified by ▇▇▇▇▇’▇, Fitch or DBRS, and prior notice has been provided to S&P where such Initial Rating Event is caused by a failure to maintain the ratings specified by S&P, and that is satisfactory to the Bond Trustee (whose consent shall be given if the replacement third party has the relevant Minimum Rating or if the relevant Rating Agency confirms that such transfer would maintain the ratings of the Covered Bonds by such Rating Agency at, or restore the rating of the Covered Bonds by such Rating Agency to, the level at which it was immediately prior to such Initial Rating Event) (x) within 30 calendar days of the occurrence of the first such Initial Rating Event caused by a failure to maintain the ratings specified by Moody’s or Fitch or DBRS or (y) (i) if S&P Option 3 is in effect, within 60 calendar days of the occurrence of the first such Initial Rating Event caused by a failure to maintain the ratings specified by S&P, or (ii) if S&P Option 1 is in effect, at any time following an Initial Rating Event caused by a failure to maintain the ratings specified by S&P, or (iii) if S&P Option 4 is in effect, within 30 calendar days of the occurrence of the first such Initial Rating Event caused by a failure to maintain the ratings specified by S&P, provided that, in the case of Part 5(k)(i)(B)(y)(i) and (ii), Party A transfers credit support in accordance with the provisions of the ISDA Credit Support Annex within 10 Business Days of the occurrence of the first such Initial Rating Event; or (C) obtain an Eligible Guarantee (defined below) in respect of which prior Rating Agency Confirmation has been received where such Initial Rating Event is caused by a failure to maintain the ratings specified by ▇▇▇▇▇’▇, Fitch or DBRS, and prior notice has been provided to S&P where such Initial Rating Event is caused by a failure to maintain the ratings specified by S&P, and that is satisfactory to the Bond Trustee (whose consent shall be given if the third party has the relevant Minimum Rating or if the relevant Rating Agency confirms that such Eligible Guarantee would maintain the ratings of the Covered Bonds by such Rating Agency at, or restore the rating of the Covered Bonds by such Rating Agency to, the level at which it was immediately prior to such Initial Rating Event) (x) within 30 calendar days of the occurrence of the first such Initial Rating Event caused by a failure to maintain the ratings specified by Moody’s or Fitch or DBRS or (y)(i) if S&P Option 3 is in effect, within 60 calendar days of the occurrence of the first such Initial Rating Event caused by a failure to maintain the ratings specified by S&P, or (ii) if S&P Option 1 is in effect, at any time following an Initial Rating Event caused by a failure to maintain the ratings specified by S&P, or (iii) if S&P Option 4 is in effect, within 30 calendar days of the occurrence of the first such Initial Rating Event caused by a failure to maintain the ratings specified by S&P, provided that, in the case of Part 5(k)(i)(C)(y)(i) and (ii), Party A transfers credit support in accordance with the provisions of the ISDA Credit Support Annex within 10 Business Days of the occurrence of the first such Initial Rating Event. If any of sub-paragraphs (i)(B) or (i)(C) above are satisfied at any time, Party A will not be required to transfer any additional credit support in respect of such Initial Rating Event. If any transferee of Party A’s rights and obligations under sub-paragraph (i)(B) or any guarantor of Party A’s rights and obligations under sub-paragraph (i)(C) does not have the Minimum Ratings, such transferee or guarantor shall transfer credit support in accordance with the provisions of the ISDA Credit Support Annex with effect from the date of appointment of such transferee or guarantor.

Additional Termination Provisions. (i) If (1) the rating of the short-term, unsecured, unsubordinated and unguaranteed debt obligations or, respectively, term counterparty risk assessment or the long-termterm counterparty risk assessment, unsecuredin each case, unsubordinated and unguaranteed debt obligations of Party A or any credit support provider or guarantor from time to time in respect Credit Support Provider of Party A cease A, as applicable, ceases to be rated at least as high as, respectively, “P-1P-1(cr)” or “A-2” (the “Minimum ▇▇▇▇▇’▇ RatingA2(cr)”) , by ▇▇▇▇▇’▇ Investors Service Inc. (“Moody’s”) (the “Minimum ▇▇▇▇▇’▇ Rating”), (2) (i) the short-short- term issuer default rating by Fitch, Inc. (the “FitchFitch ST Rating”) andor (ii) the derivative counterparty rating, respectivelyif one is assigned, and if not, the long-term issuer default rating by Fitch (as applicable, the “▇▇▇▇▇ ▇▇ Rating”), in each case, of Party A or any credit support provider or guarantor from time to time in respect Credit Support Provider of Party A cease A, as applicable, ceases to be at least as high as, respectively, “F1” and or “A” A-”, by Fitch Ratings, Inc. (“Fitch”) (the “Minimum Fitch Rating”), or (3) the rating of the short-term term, unsecured, unsubordinated and unguaranteed debt obligations and or the long-term term, unsecured, unsubordinated and unguaranteed debt obligations obligations, in each case, of Party A or any credit support provider or guarantor Credit Support Provider from time to time in respect of Party A A, as applicable, cease to be rated at least as high as, respectively, “R-1 (middleR-1(low)” and or “A (high)” (the “Minimum DBRS Rating” andA”, together with the Minimum ▇▇▇▇▇’▇ Rating and Minimum Fitch Rating, the “Minimum Ratings” and each a “Minimum Rating”) by DBRS Limited (“DBRS” and, together with Moody’s and Fitch and each of their respective successors, the “Rating Agencies” and each a “Rating Agency”)) (the “Minimum DBRS Rating”, (and, together with the Minimum ▇▇▇▇▇’▇ Rating and Minimum Fitch Rating, the “Minimum Ratings” and each a “Minimum Rating”, and each such cessation being an “Initial Rating Event”, provided that, for greater certainty, in respect of each of (1), (2) and (3), if Party A or any Credit Support Provider of Party A, as applicable, has one of such ratings from Moody’s, Fitch or DBRS, respectively, it will have the applicable “\Minimum Ratings” and an Initial Rating Event will not occur with respect to Party A), then Party A will, at its own cost, either: (A) transfer Transfer credit support in accordance with the provisions of the ISDA Credit Support Annex within 10 Business Days 14 calendar days of the occurrence of the first such Initial Rating Event caused by a failure to maintain the ratings specified by Moody’s, Fitch or DBRSEvent; (B) subject to Part 5(p5(m), transfer all of its rights and obligations with respect to this Agreement to a replacement third party that satisfies the Minimum Ratings requirement of all Rating Agencies, in respect subject to satisfaction of which prior the Rating Agency Confirmation has been received Condition, and that is satisfactory to the Bond Trustee within (whose consent shall be given if the replacement third party has the relevant Minimum Rating or if the relevant Rating Agency confirms that such transfer would maintain the ratings x) 30 Montreal Business Days of the Covered Bonds by such Rating Agency at, or restore the rating occurrence of the Covered Bonds by such Rating Agency to, the level at which it was immediately prior to first such Initial Rating EventEvent caused by a downgrade by Moody’s or (y) within 30 calendar days of the occurrence of the first such Initial Rating Event caused by a downgrade of DBRS or Fitch, provided that, in each case, Party A transfers credit support in accordance with the provisions of the ISDA Credit Support Annex within 14 calendar days of the occurrence of the first such Initial Rating Event; or; (C) obtain a guarantee (an “Eligible Guarantee (defined belowGuarantee”) in of its rights and obligations with respect to this Agreement from a third party that satisfies the Minimum Ratings requirement of which prior all Rating Agencies, subject to satisfaction of the Rating Agency Confirmation has been received Condition, and that is satisfactory to the Bond Trustee within (whose consent shall be given if the third party has the relevant Minimum Rating or if the relevant Rating Agency confirms that such Eligible Guarantee would maintain the ratings x) 30 Montreal Business Days of the Covered Bonds by such Rating Agency at, or restore the rating occurrence of the Covered Bonds by such Rating Agency to, the level at which it was immediately prior to first such Initial Rating EventEvent caused by a downgrade by Moody’s or (y) 30 calendar days of the occurrence of the first such Initial Rating Event caused by a downgrade of DBRS or Fitch, provided that, in each case, Party A transfers credit support in accordance with the provisions of the ISDA Credit Support Annex within 30 14 calendar days of the occurrence of the first such Initial Rating Event. If any of sub-paragraphs (i)(B) or (i)(C) above are is satisfied at any time, Party A will not be required to transfer any additional credit support in respect of such Initial Rating Event. If If, (1) the short-term counterparty risk assessment or the long-term counterparty risk assessment, in each case, of Party A or any transferee Credit Support Provider of Party A, as applicable, ceases to be at least as high as “P-2(cr)” or “A3(cr)” by Moody’s, (2) the Fitch ST Rating or the ▇▇▇▇▇ ▇▇ Rating of Party A or any Credit Support Provider of Party A, as applicable, ceases to be at least as high as, respectively, “F3” or “BBB-” by Fitch, or (3) the short-term, unsecured, unsubordinated and unguaranteed debt obligations or the long-term, unsecured, unsubordinated and unguaranteed debt obligations of Party A or any Credit Support Provider in respect of Party A, as applicable, cease to be rated at least as high as, respectively, “R-2(middle)” or “BBB” by DBRS (each such rating, a “Subsequent Rating” and each such event, a “Subsequent Rating Event”, provided that, for greater certainty, in respect of each of (1), (2) and (3), if Party A or any Credit Support Provider of Party A, as applicable, has one of such ratings from Moody’s, Fitch or DBRS, respectively, a Subsequent Rating Event will not occur with respect to Party A), then Party A will: (A) immediately and in any event no later than (x) 30 Montreal Business Days, in the case of the occurrence of a Subsequent Rating Event caused by a downgrade by Moody’s or (y) 30 calendar days, in the case of the occurrence of a Subsequent Rating Event caused by a downgrade by Fitch or DBRS, in each case, at its own cost and expense, (i) transfer all of its rights and obligations under with respect to this Agreement to a replacement third party that satisfies the Minimum Ratings requirement of all Rating Agencies, subject to satisfaction of the Rating Agency Condition, and that is satisfactory to the Bond Trustee, or (ii) obtain an Eligible Guarantee of its rights and obligations with respect to this Agreement from a third party that satisfies the Minimum Ratings requirement of all Rating Agencies, subject to satisfaction of the Rating Agency Condition, and that is satisfactory to the Bond Trustee; and (B) transfer credit support pursuant to the Credit Support Annex in no event later than 14 calendar days following the occurrence of a Subsequent Rating Event and until such time as the action set out in sub-paragraph (i)(Bii)(A) or any guarantor of Party A’s rights and obligations under above has been taken. If the action set out in sub-paragraph (i)(Cii)(A) does above is taken at any time following a Subsequent Rating Event, Party A will not have be required to transfer any additional credit support in respect of such Subsequent Rating Event. (A) Without prejudice to the Minimum Ratings, such transferee consequences of Party A breaching any provision of this Agreement (other than sub-paragraph (i) above) or guarantor shall failing to transfer credit support in accordance with under the provisions Credit Support Annex, if Party A does not take any of the ISDA measures described in sub-paragraph (i) above, such failure shall not be or give rise to an Event of Default but shall constitute an Additional Termination Event with respect to Party A with Party A as the sole Affected Party and all Transactions as Affected Transactions. (B) Without prejudice to the consequences of Party A breaching any provision of this Agreement (other than sub-paragraph (ii) above) or failing to transfer credit support under the Credit Support Annex Annex, if, at the time a Subsequent Rating Event occurs, Party A fails to comply with effect sub-paragraph (ii) above, such failure will not be or give rise to an Event of Default but will constitute an Additional Termination Event with Party A as the sole Affected Party and all Transactions as Affected Transactions. (C) If any of the Covered Bonds then outstanding have been assigned a rating by Moody’s, Party B were to designate an Early Termination Date and there would be a payment due to Party A, then Party B may only designate such an Early Termination Date in respect of an Additional Termination Event under this Part 5(h)(iii) if Party B has found a replacement counterparty willing to enter into a new transaction on terms that reflect as closely as reasonably possible, as determined by Party B in its sole and absolute discretion, the economic, legal and credit terms of the Terminated Transactions, and Party B has acquired the Bond Trustee’s prior written consent. The reasonable costs incurred by Party B arising directly from Party B finding or attempting to find such a replacement counterparty will be reimbursed by Party A. Each of Party B and the date Bond Trustee (at the expense of appointment Party A) shall use their reasonable endeavours to co-operate with Party A in connection with any of such transferee or guarantorthe measures which Party A may take under this Part 5(g) following the rating events described herein.

Additional Termination Provisions. ‌ (i) If (1) (i) the short-term issuer default rating (the “Fitch ST Rating”) or (ii) the derivative counterparty rating, if one is assigned, and if not, the long-term issuer default rating (as applicable, the “▇▇▇▇▇ ▇▇ Rating”), in each case, of Party A or any Credit Support Provider from time to time in respect of Party A, as applicable, ceases to be at least as high as, respectively, “F1” or “A-” (the “Minimum Fitch Rating”) by Fitch Ratings, Inc. (“Fitch”), or (2) the rating of the short-term, unsecured, unsubordinated and unguaranteed debt obligations or, respectively, or the long-term, unsecured, unsubordinated and unguaranteed debt obligations of Party A or any credit support provider or guarantor from time to time in respect Credit Support Provider of Party A cease to be rated at least as high as, as,‌ respectively, “P-1R-1 (low)” or “A-2” (the “Minimum ▇▇▇▇▇’▇ Rating”) by ▇▇▇▇▇’▇ Investors Service Inc. (“Moody’s”), (2) the short-term issuer default rating by Fitch, Inc. (“Fitch”) and, respectively, the long-term issuer default rating by Fitch of Party A or any credit support provider or guarantor from time to time in respect of Party A cease to be at least as high as, respectively, “F1” and “A” (the “Minimum Fitch DBRS Rating”), or (3) the rating of the short-term unsecured, unsubordinated and unguaranteed debt obligations and the long-term unsecured, unsubordinated and unguaranteed debt obligations of Party A or any credit support provider or guarantor from time to time in respect of Party A cease to be rated at least as high as, respectively, “R-1 (middle)” and “A (high)” (the “Minimum DBRS Rating” and, together with the Minimum ▇▇▇▇▇’▇ Rating and Minimum Fitch Rating, the “Minimum Ratings” and each each, a “Minimum Rating”, provided that, for greater certainty, only one of such ratings from each of Fitch and DBRS is required to have the applicable Minimum Rating,) by DBRS Limited (“DBRS” and, together with Moody’s and Fitch and each of their respective successors, the “Rating Agencies” and each a “Rating Agency”), (each such cessation being an “Initial Rating Event”), then Party A will, at its own cost, either: (A) transfer credit support in accordance with the provisions of the ISDA Credit Support Annex within 10 Business Days 14 calendar days of the occurrence of the first such Initial Rating Event caused by a failure to maintain the ratings specified by Moody’s, Fitch or DBRSEvent; (B) subject to Part 5(p), transfer all of its rights and obligations with respect to this Agreement to a replacement third party that satisfies the Minimum Ratings requirement of all Rating Agencies, in respect subject to satisfaction of which prior the Rating Agency Confirmation has been received Condition, and that is satisfactory to the Bond Trustee (whose consent shall be given if the replacement third party has the relevant Minimum Rating or if the relevant Rating Agency confirms that such transfer would maintain the ratings within 30 calendar days of the Covered Bonds by such Rating Agency at, or restore the rating occurrence of the Covered Bonds by such Rating Agency to, the level at which it was immediately prior to first such Initial Rating Event) , provided that Party A transfers credit support in accordance with the provisions of the ISDA Credit Support Annex within 30 14 calendar days of the occurrence of the first such Initial Rating Event; or (C) obtain a guarantee (an “Eligible Guarantee (defined belowGuarantee”) in of its rights and obligations with respect to this Agreement from a third party that satisfies the Minimum Ratings requirement of which prior all Rating Agencies, subject to satisfaction of the Rating Agency Confirmation has been received Condition, and that is satisfactory to the Bond Trustee (whose consent shall be given if the third party has the relevant Minimum Rating or if the relevant Rating Agency confirms that such Eligible Guarantee would maintain the ratings within 30 calendar days of the Covered Bonds by such Rating Agency at, or restore the rating occurrence of the Covered Bonds by such Rating Agency to, the level at which it was immediately prior to first such Initial Rating Event) , provided that Party A transfers credit support in accordance with the provisions of the ISDA Credit Support Annex within 30 14 calendar days of the occurrence of the first such Initial Rating Event. If any of sub-paragraphs (i)(B) or (i)(C) above are is satisfied at any time, Party A will not be required to transfer any additional credit support in respect of such Initial Rating Event. If . (ii) If, (1) the Fitch ST Rating or the ▇▇▇▇▇ ▇▇ Rating of Party A or any transferee credit support provider from time to time in respect of Party A’s , as applicable, ceases to be at least as high as, respectively, “F3” or “BBB-” by Fitch, or (2) the rating of the short term, unsecured, unsubordinated and unguaranteed debt obligations or the long term, unsecured, unsubordinated and unguaranteed debt obligations of Party A or any credit support provider of Party A cease to be rated at least as high as, respectively “R-2 (middle)” or “BBB” by DBRS (each such rating, a “Subsequent Rating” and each such event, a “Subsequent Rating Event”, provided that, for greater certainty, if Party A or any credit support provider of Party A has only one of such ratings from each of Fitch and DBRS, a Subsequent Rating Event will not occur with respect to Party A), then Party A will, at its own cost: (A) immediately and in any event no later than 30 calendar days after such Subsequent Rating Event (i) transfer all of its rights and obligations under sub-paragraph with respect to this Agreement to a replacement third party that satisfies the Minimum Ratings requirement of all Rating Agencies, subject to satisfaction of the Rating Agency Condition, and that is satisfactory to the Bond Trustee, or (i)(Bii) or any guarantor obtain an Eligible Guarantee of Party A’s its rights and obligations under sub-paragraph (i)(C) does not have with respect to this Agreement from a third party that satisfies the Minimum RatingsRatings requirement of all Rating Agencies, such transferee or guarantor shall subject to satisfaction of the Rating Agency Condition, and that is satisfactory to the Bond Trustee; and (B) transfer credit support in accordance with the provisions of pursuant to the ISDA Credit Support Annex with effect from in no event later than 14 calendar days following the date occurrence of appointment a Subsequent Rating Event and until such time as the action set out in sub-paragraph (ii)(A) above has been taken. If the action set out in sub-paragraph (ii)(A) above is taken at any time following a Subsequent Rating Event, Party A will not be required to transfer any additional credit support in respect of such transferee Subsequent Rating Event. (A) Without prejudice to the consequences of Party A breaching any provision of this Agreement (other than sub-paragraph (i) above) or guarantorfailing to transfer credit support under the ISDA Credit Support Annex, if Party A does not take any of the measures described in sub-paragraph (i) above, such failure shall not be or give rise to an Event of Default but shall constitute an Additional Termination Event with respect to Party A with Party A as the sole Affected Party and all Transactions as Affected Transactions. (B) Without prejudice to the consequences of Party A breaching any provision of this Agreement (other than sub-paragraph (ii) above) or failing to transfer credit support under the ISDA Credit Support Annex, if, at the time a Subsequent Rating Event occurs, Party A fails to comply with sub-paragraph (ii) above, such failure will not be or give rise to an Event of Default but will constitute an Additional Termination Event with respect to Party A as the sole Affected Party and all Transactions as Affected Transactions. Each of Party B and the Bond Trustee (at the expense of Party A) shall use their reasonable endeavours to co-operate with Party A in connection with any of the measures which Party A may take under this Part 5(h) following the rating events described herein.

Additional Termination Provisions. (i) If (1) the rating of the short-term, unsecured, unsubordinated and unguaranteed debt obligations or, respectively, term counterparty risk assessment or the long-termterm counterparty risk assessment, unsecuredin each case, unsubordinated and unguaranteed debt obligations of Party A or any credit support provider or guarantor from time to time in respect Credit Support Provider of Party A cease A, as applicable, ceases to be rated at least as high as, respectively, “P-1P-1(cr)” or “A-2” (the “Minimum ▇▇▇▇▇’▇ RatingA2(cr)”) , by ▇▇▇▇▇’▇ Investors Service Inc. (“Moody’s”) (the “Minimum ▇▇▇▇▇’▇ Rating”), (2) (i) the short-term issuer default rating by Fitch, Inc. (the “FitchFitch ST Rating”) andor (ii) the derivative counterparty rating, respectivelyif one is assigned, and if not, the long-term issuer default rating by Fitch (as applicable, the “▇▇▇▇▇ ▇▇ Rating”), in each case, of Party A or any credit support provider or guarantor from time to time in respect Credit Support Provider of Party A cease A, as applicable, ceases to be at least as high as, respectively, “F1” and or “A” A-”, by Fitch Ratings, Inc. (“Fitch”) (the “Minimum Fitch Rating”), or (3) the rating of the short-term short- term, unsecured, unsubordinated and unguaranteed debt obligations and or the long-term term, unsecured, unsubordinated and unguaranteed debt obligations obligations, in each case, of Party A or any credit support provider or guarantor Credit Support Provider from time to time in respect of Party A A, as applicable, cease to be rated at least as high as, respectively, “R-1 (middleR-1(low)” and or “A (high)” (the “Minimum DBRS Rating” andA”, together with the Minimum ▇▇▇▇▇’▇ Rating and Minimum Fitch Rating, the “Minimum Ratings” and each a “Minimum Rating”) by DBRS Limited (“DBRS” and, together with Moody’s and Fitch and each of their respective successors, the “Rating Agencies” and each a “Rating Agency”)) (the “Minimum DBRS Rating”, (and, together with the Minimum ▇▇▇▇▇’▇ Rating and Minimum Fitch Rating, the “Minimum Ratings” and each a “Minimum Rating”, and each such cessation being an “Initial Rating Event”, provided that, for greater certainty, in respect of each of (1), (2) and (3), if Party A or any Credit Support Provider of Party A, as applicable, has one of such ratings from Moody’s, Fitch or DBRS, respectively, it will have the applicable “\Minimum Ratings” and an Initial Rating Event will not occur with respect to Party A), then Party A will, at its own cost, either: (A) transfer Transfer credit support in accordance with the provisions of the ISDA Credit Support Annex within 10 Business Days 14 calendar days of the occurrence of the first such Initial Rating Event caused by a failure to maintain the ratings specified by Moody’s, Fitch or DBRSEvent; (B) subject to Part 5(p5(m), transfer all of its rights and obligations with respect to this Agreement to a replacement third party that satisfies the Minimum Ratings requirement of all Rating Agencies, in respect subject to satisfaction of which prior the Rating Agency Confirmation has been received Condition, and that is satisfactory to the Bond Trustee within (whose consent shall be given if the replacement third party has the relevant Minimum Rating or if the relevant Rating Agency confirms that such transfer would maintain the ratings x) 30 Montreal Business Days of the Covered Bonds by such Rating Agency at, or restore the rating occurrence of the Covered Bonds by such Rating Agency to, the level at which it was immediately prior to first such Initial Rating EventEvent caused by a downgrade by Moody’s, (y) within 30 calendar days of the occurrence of the first such Initial Rating Event caused by a downgrade by DBRS or (z) 60 calendar days of the occurrence of the first such Initial Rating Event caused by a downgrade by Fitch, provided that, in each case, Party A transfers credit support in accordance with the provisions of the ISDA Credit Support Annex within 14 calendar days of the occurrence of the first such Initial Rating Event; or; (C) obtain a guarantee (an “Eligible Guarantee (defined belowGuarantee”) in of its rights and obligations with respect to this Agreement from a third party that satisfies the Minimum Ratings requirement of which prior all Rating Agencies, subject to satisfaction of the Rating Agency Confirmation has been received Condition, and that is satisfactory to the Bond Trustee within (whose consent shall be given if the third party has the relevant Minimum Rating or if the relevant Rating Agency confirms that such Eligible Guarantee would maintain the ratings x) 30 Montreal Business Days of the Covered Bonds by such Rating Agency at, or restore the rating occurrence of the Covered Bonds by such Rating Agency to, the level at which it was immediately prior to first such Initial Rating EventEvent caused by a downgrade by Moody’s, (y) 30 calendar days of the occurrence of the first such Initial Rating Event caused by a downgrade by DBRS or (z) 60 calendar days of the occurrence of the first such Initial Rating Event caused by a downgrade by Fitch, provided that, in each case, Party A transfers credit support in accordance with the provisions of the ISDA Credit Support Annex within 30 14 calendar days of the occurrence of the first such Initial Rating Event. If any of sub-paragraphs (i)(B) or (i)(C) above are is satisfied at any time, Party A will not be required to transfer any additional credit support in respect of such Initial Rating Event. If . (ii) If, (1) the short-term counterparty risk assessment or the long-term counterparty risk assessment, in each case, of Party A or any transferee Credit Support Provider of Party A’s , as applicable, ceases to be at least as high as “P-2(cr)” or “A3(cr)” by Moody’s, (2) the Fitch ST Rating or the ▇▇▇▇▇ ▇▇ Rating of Party A or any Credit Support Provider of Party A, as applicable, ceases to be at least as high as, respectively, “F3” or “BBB-” by Fitch, or (3) the short-term, unsecured, unsubordinated and unguaranteed debt obligations or the long-term, unsecured, unsubordinated and unguaranteed debt obligations of Party A or any Credit Support Provider in respect of Party A, as applicable, cease to be rated at least as high as, respectively, “R-2(middle)” or “BBB” by DBRS (each such rating, a “Subsequent Rating” and each such event, a “Subsequent Rating Event”, provided that, for greater certainty, in respect of each of (1), (2) and (3), if Party A or any Credit Support Provider of Party A, as applicable, has one of such ratings from Moody’s, Fitch or DBRS, respectively, a Subsequent Rating Event will not occur with respect to Party A), then Party A will: (A) immediately and in any event no later than (x) 30 Montreal Business Days, in the case of the occurrence of a Subsequent Rating Event caused by a downgrade by Moody’s, (y) 30 calendar days, in the case of the occurrence of a Subsequent Rating Event caused by a downgrade by DBRS or (z) 60 calendar days, in the case of the occurrence of a Subsequent Rating Event caused by a downgrade by Fitch, in each case, at its own cost and expense, (i) transfer all of its rights and obligations under with respect to this Agreement to a replacement third party that satisfies the Minimum Ratings requirement of all Rating Agencies, subject to satisfaction of the Rating Agency Condition, and that is satisfactory to the Bond Trustee, or (ii) obtain an Eligible Guarantee of its rights and obligations with respect to this Agreement from a third party that satisfies the Minimum Ratings requirement of all Rating Agencies, subject to satisfaction of the Rating Agency Condition, and that is satisfactory to the Bond Trustee; and (B) transfer credit support pursuant to the Credit Support Annex in no event later than 14 calendar days following the occurrence of a Subsequent Rating Event and until such time as the action set out in sub-paragraph (i)(Bii)(A) or any guarantor of Party A’s rights and obligations under above has been taken. If the action set out in sub-paragraph (i)(Cii)(A) does above is taken at any time following a Subsequent Rating Event, Party A will not have be required to transfer any additional credit support in respect of such Subsequent Rating Event. (A) Without prejudice to the Minimum Ratings, such transferee consequences of Party A breaching any provision of this Agreement (other than sub-paragraph (i) above) or guarantor shall failing to transfer credit support in accordance with under the provisions Credit Support Annex, if Party A does not take any of the ISDA measures described in sub-paragraph (i) above, such failure shall not be or give rise to an Event of Default but shall constitute an Additional Termination Event with respect to Party A with Party A as the sole Affected Party and all Transactions as Affected Transactions. (B) Without prejudice to the consequences of Party A breaching any provision of this Agreement (other than sub-paragraph (ii) above) or failing to transfer credit support under the Credit Support Annex Annex, if, at the time a Subsequent Rating Event occurs, Party A fails to comply with effect sub-paragraph (ii) above, such failure will not be or give rise to an Event of Default but will constitute an Additional Termination Event with Party A as the sole Affected Party and all Transactions as Affected Transactions. (C) If any of the Covered Bonds then outstanding have been assigned a rating by Moody’s, Party B were to designate an Early Termination Date and there would be a payment due to Party A, then Party B may only designate such an Early Termination Date in respect of an Additional Termination Event under this Part 5(h)(iii) if Party B has found a replacement counterparty willing to enter into a new transaction on terms that reflect as closely as reasonably possible, as determined by Party B in its sole and absolute discretion, the economic, legal and credit terms of the Terminated Transactions, and Party B has acquired the Bond Trustee’s prior written consent. The reasonable costs incurred by Party B arising directly from Party B finding or attempting to find such a replacement counterparty will be reimbursed by Party A. Each of Party B and the date Bond Trustee (at the expense of appointment Party A) shall use their reasonable endeavours to co-operate with Party A in connection with any of such transferee or guarantorthe measures which Party A may take under this Part 5(h) following the rating events described herein.

Additional Termination Provisions. ‌ (i) If (1) the rating of the short-term, unsecured, unsubordinated and unguaranteed debt obligations or, respectively, term counterparty risk assessment or the long-termterm counterparty risk assessment, unsecuredin each case, unsubordinated and unguaranteed debt obligations of Party A or any credit support provider or guarantor from time to time in respect Credit Support Provider of Party A cease A, as applicable, ceases to be rated at least as high as, respectively, “P-1P-1(cr)” or “A-2” (the “Minimum ▇▇▇▇▇’▇ RatingA2(cr)”) , by ▇▇▇▇▇’▇ Investors Service Inc. (“Moody’s”) (the “Minimum ▇▇▇▇▇’▇ Rating”), (2) (i) the short-short- term issuer default rating by Fitch, Inc. (the “FitchFitch ST Rating”) andor (ii) the derivative counterparty rating, respectivelyif one is assigned, and if not, the long-term issuer default rating by Fitch (as applicable, the “▇▇▇▇▇ ▇▇ Rating”), in each case, of Party A or any credit support provider or guarantor from time to time in respect Credit Support Provider of Party A cease A, as applicable, ceases to be at least as high as, respectively, “F1” and or “A” A-”, by Fitch Ratings, Inc. (“Fitch”) (the “Minimum Fitch Rating”), or (3) the rating of the short-term term, unsecured, unsubordinated and unguaranteed debt obligations and or the long-term term, unsecured, unsubordinated and unguaranteed debt obligations obligations, in each case, of Party A or any credit support provider or guarantor Credit Support Provider from time to time in respect of Party A A, as applicable, cease to be rated at least as high as, respectively, “R-1 (middleR- 1(low)” or “A”, by DBRS Limited (“DBRS” and, together with ▇▇▇▇▇’▇ and Fitch and each of their respective successors, the “A (high)Rating Agencies” and each a “Rating Agency”) (the “Minimum DBRS Rating” ”, and, together with the Minimum ▇▇▇▇▇’▇ Rating and Minimum Fitch Rating, the “Minimum Ratings” and each a “Minimum Rating”) by DBRS Limited (“DBRS” and, together with Moody’s and Fitch and each of their respective successors, the “Rating Agencies” and each a “Rating Agency”), (each such cessation being an “Initial Rating Event”, provided that, for greater certainty, in respect of each of (1), (2) and (3), if Party A or any Credit Support Provider of Party A, as applicable, has one of such ratings from ▇▇▇▇▇’▇, Fitch or DBRS, respectively, it will have the applicable “\Minimum Ratings” and an Initial Rating Event will not occur with respect to Party A), then Party A will, at its own cost, either: (A) transfer credit support in accordance with the provisions of the ISDA Credit Support Annex within 10 Business Days 14 calendar days of the occurrence of the first such Initial Rating Event caused by a failure to maintain the ratings specified by Moody’s, Fitch or DBRSEvent; (B) subject to Part 5(p), transfer all of its rights and obligations with respect to this Agreement to a replacement third party that satisfies the Minimum Ratings requirement of all Rating Agencies, in respect subject to satisfaction of which prior the Rating Agency Confirmation has been received Condition, and that is satisfactory to the Bond Trustee within (whose consent shall be given if the replacement third party has the relevant Minimum Rating or if the relevant Rating Agency confirms that such transfer would maintain the ratings of the Covered Bonds by such Rating Agency at, or restore the rating of the Covered Bonds by such Rating Agency to, the level at which it was immediately prior to such Initial Rating Eventx) within 30 calendar days Toronto Business Days of the occurrence of the first such Initial Rating Event; or (C) obtain an Eligible Guarantee (defined below) in respect of which prior Rating Agency Confirmation has been received and that is satisfactory to the Bond Trustee (whose consent shall be given if the third party has the relevant Minimum Rating or if the relevant Rating Agency confirms that such Eligible Guarantee would maintain the ratings of the Covered Bonds Event caused by such Rating Agency at, or restore the rating of the Covered Bonds a downgrade by such Rating Agency to, the level at which it was immediately prior to such Initial Rating Event) within 30 calendar days of the occurrence of the first such Initial Rating Event. If any of sub-paragraphs (i)(B) or (i)(C) above are satisfied at any time, Party A will not be required to transfer any additional credit support in respect of such Initial Rating Event. If any transferee of Party A’s rights and obligations under sub-paragraph (i)(B) or any guarantor of Party A’s rights and obligations under sub-paragraph (i)(C) does not have the Minimum Ratings, such transferee or guarantor shall transfer credit support in accordance with the provisions of the ISDA Credit Support Annex with effect from the date of appointment of such transferee or guarantor.▇▇▇▇▇’▇,

Additional Termination Provisions. (i) If (1) the rating of the short-term, unsecured, unsubordinated and unguaranteed debt obligations or, respectively, term counterparty risk assessment or the long-termterm counterparty risk assessment, unsecuredin each case, unsubordinated and unguaranteed debt obligations of Party A or any credit support provider or guarantor from time to time in respect Credit Support Provider of Party A cease A, as applicable, ceases to be rated at least as high as, respectively, “P-1P-1(cr)” or “A-2” (the “Minimum ▇▇▇▇▇’▇ RatingA2(cr)”) , by ▇▇▇▇▇’▇ Investors Service Inc. (“Moody’s”) (the “Minimum ▇▇▇▇▇’▇ Rating”), (2) (i) the short-term issuer default rating by Fitch, Inc. (the “FitchFitch ST Rating”) andor (ii) the derivative counterparty rating, respectivelyif one is assigned, and if not, the long-term issuer default rating by Fitch (as applicable, the “▇▇▇▇▇ ▇▇ Rating”), in each case, of Party A or any credit support provider or guarantor from time to time in respect Credit Support Provider of Party A cease A, as applicable, ceases to be at least as high as, respectively, “F1” and or “A” A-”, by Fitch Ratings, Inc. (“Fitch”) (the “Minimum Fitch Rating”), or (3) the rating of the short-term short- term, unsecured, unsubordinated and unguaranteed debt obligations and or the long-term term, unsecured, unsubordinated and unguaranteed debt obligations obligations, in each case, of Party A or any credit support provider or guarantor Credit Support Provider from time to time in respect of Party A A, as applicable, cease to be rated at least as high as, respectively, “R-1 (middleR-1(low)” and or “A (high)” (the “Minimum DBRS Rating” andA”, together with the Minimum ▇▇▇▇▇’▇ Rating and Minimum Fitch Rating, the “Minimum Ratings” and each a “Minimum Rating”) by DBRS Limited (“DBRS” and, together with Moody’s and Fitch and each of their respective successors, the “Rating Agencies” and each a “Rating Agency”)) (the “Minimum DBRS Rating”, (and, together with the Minimum ▇▇▇▇▇’▇ Rating and Minimum Fitch Rating, the “Minimum Ratings” and each a “Minimum Rating”, and each such cessation being an “Initial Rating Event”, provided that, for greater certainty, in respect of each of (1), (2) and (3), if Party A or any Credit Support Provider of Party A, as applicable, has one of such ratings from Moody’s, Fitch or DBRS, respectively, it will have the applicable “\Minimum Ratings” and an Initial Rating Event will not occur with respect to Party A), then Party A will, at its own cost, either: (A) transfer Transfer credit support in accordance with the provisions of the ISDA Credit Support Annex within 10 Business Days 14 calendar days of the occurrence of the first such Initial Rating Event caused by a failure to maintain the ratings specified by Moody’s, Fitch or DBRSEvent; (B) subject to Part 5(p5(m), transfer all of its rights and obligations with respect to this Agreement to a replacement third party that satisfies the Minimum Ratings requirement of all Rating Agencies, in respect subject to satisfaction of which prior the Rating Agency Confirmation has been received Condition, and that is satisfactory to the Bond Trustee within (whose consent shall be given if the replacement third party has the relevant Minimum Rating or if the relevant Rating Agency confirms that such transfer would maintain the ratings x) 30 Montreal Business Days of the Covered Bonds by such Rating Agency at, or restore the rating occurrence of the Covered Bonds by such Rating Agency to, the level at which it was immediately prior to first such Initial Rating EventEvent caused by a downgrade by Moody’s or (y) within 30 calendar days of the occurrence of the first such Initial Rating Event caused by a downgrade of DBRS or Fitch, provided that, in each case, Party A transfers credit support in accordance with the provisions of the ISDA Credit Support Annex within 14 calendar days of the occurrence of the first such Initial Rating Event; or; (C) obtain a guarantee (an “Eligible Guarantee (defined belowGuarantee”) in of its rights and obligations with respect to this Agreement from a third party that satisfies the Minimum Ratings requirement of which prior all Rating Agencies, subject to satisfaction of the Rating Agency Confirmation has been received Condition, and that is satisfactory to the Bond Trustee within (whose consent shall be given if the third party has the relevant Minimum Rating or if the relevant Rating Agency confirms that such Eligible Guarantee would maintain the ratings x) 30 Montreal Business Days of the Covered Bonds by such Rating Agency at, or restore the rating occurrence of the Covered Bonds by such Rating Agency to, the level at which it was immediately prior to first such Initial Rating EventEvent caused by a downgrade by Moody’s or (y) 30 calendar days of the occurrence of the first such Initial Rating Event caused by a downgrade of DBRS or Fitch, provided that, in each case, Party A transfers credit support in accordance with the provisions of the ISDA Credit Support Annex within 30 14 calendar days of the occurrence of the first such Initial Rating Event. If any of sub-paragraphs (i)(B) or (i)(C) above are is satisfied at any time, Party A will not be required to transfer any additional credit support in respect of such Initial Rating Event. If . (ii) If, (1) the short-term counterparty risk assessment or the long-term counterparty risk assessment, in each case, of Party A or any transferee Credit Support Provider of Party A, as applicable, ceases to be at least as high as “P-2(cr)” or “A3(cr)” by Moody’s, (2) the Fitch ST Rating or the ▇▇▇▇▇ ▇▇ Rating of Party A or any Credit Support Provider of Party A, as applicable, ceases to be at least as high as, respectively, “F3” or “BBB-” by Fitch, or (3) the short-term, unsecured, unsubordinated and unguaranteed debt obligations or the long-term, unsecured, unsubordinated and unguaranteed debt obligations of Party A or any Credit Support Provider in respect of Party A, as applicable, cease to be rated at least as high as, respectively, “R-2(middle)” or “BBB” by DBRS (each such rating, a “Subsequent Rating” and each such event, a “Subsequent Rating Event”, provided that, for greater certainty, in respect of each of (1), (2) and (3), if Party A or any Credit Support Provider of Party A, as applicable, has one of such ratings from Moody’s, Fitch or DBRS, respectively, a Subsequent Rating Event will not occur with respect to Party A), then Party A will: (A) immediately and in any event no later than (x) 30 Montreal Business Days, in the case of the occurrence of a Subsequent Rating Event caused by a downgrade by Moody’s or (y) 30 calendar days, in the case of the occurrence of a Subsequent Rating Event caused by a downgrade by Fitch or DBRS, in each case, at its own cost and expense, (i) transfer all of its rights and obligations under with respect to this Agreement to a replacement third party that satisfies the Minimum Ratings requirement of all Rating Agencies, subject to satisfaction of the Rating Agency Condition, and that is satisfactory to the Bond Trustee, or (ii) obtain an Eligible Guarantee of its rights and obligations with respect to this Agreement from a third party that satisfies the Minimum Ratings requirement of all Rating Agencies, subject to satisfaction of the Rating Agency Condition, and that is satisfactory to the Bond Trustee; and (B) transfer credit support pursuant to the Credit Support Annex in no event later than 14 calendar days following the occurrence of a Subsequent Rating Event and until such time as the action set out in sub-paragraph (i)(Bii)(A) or any guarantor of Party A’s rights and obligations under above has been taken. If the action set out in sub-paragraph (i)(Cii)(A) does above is taken at any time following a Subsequent Rating Event, Party A will not have be required to transfer any additional credit support in respect of such Subsequent Rating Event. (A) Without prejudice to the Minimum Ratings, such transferee consequences of Party A breaching any provision of this Agreement (other than sub-paragraph (i) above) or guarantor shall failing to transfer credit support in accordance with under the provisions Credit Support Annex, if Party A does not take any of the ISDA measures described in sub-paragraph (i) above, such failure shall not be or give rise to an Event of Default but shall constitute an Additional Termination Event with respect to Party A with Party A as the sole Affected Party and all Transactions as Affected Transactions. (B) Without prejudice to the consequences of Party A breaching any provision of this Agreement (other than sub-paragraph (ii) above) or failing to transfer credit support under the Credit Support Annex Annex, if, at the time a Subsequent Rating Event occurs, Party A fails to comply with effect sub-paragraph (ii) above, such failure will not be or give rise to an Event of Default but will constitute an Additional Termination Event with Party A as the sole Affected Party and all Transactions as Affected Transactions. (C) If any of the Covered Bonds then outstanding have been assigned a rating by Moody’s, Party B were to designate an Early Termination Date and there would be a payment due to Party A, then Party B may only designate such an Early Termination Date in respect of an Additional Termination Event under this Part 5(h)(iii) if Party B has found a replacement counterparty willing to enter into a new transaction on terms that reflect as closely as reasonably possible, as determined by Party B in its sole and absolute discretion, the economic, legal and credit terms of the Terminated Transactions, and Party B has acquired the Bond Trustee’s prior written consent. The reasonable costs incurred by Party B arising directly from Party B finding or attempting to find such a replacement counterparty will be reimbursed by Party A. Each of Party B and the date Bond Trustee (at the expense of appointment Party A) shall use their reasonable endeavours to co-operate with Party A in connection with any of such transferee or guarantorthe measures which Party A may take under this Part 5(g) following the rating events described herein.

Additional Termination Provisions. (i) If (1) the rating of the short-term, unsecured, unsubordinated and unguaranteed debt obligations or, respectively, the long-term, unsecured, unsubordinated and unguaranteed debt obligations of Party A or any credit support provider or guarantor from time to time in respect of Party A cease to be rated at least as high as, respectively, “P-1” is assigned a rating or “A-2” assessment below the following minimums (i) Counterparty Risk Assessments of P-1(cr) short-term and A-2(cr) long-term (the “Minimum ▇▇▇▇▇’▇ RatingMoody’s Assessments”) by ▇▇▇▇▇’▇ Investors Service Inc. (“Moody’s”), (2ii) the Derivative Counterparty Ratings of F1(dcr) short-term and A-(dcr) long-term, or if Fitch has not then assigned a Derivative Counterparty Rating, issuer default rating ratings of F1 short-term and A- long-term (the “Minimum Fitch Ratings”), in each case by Fitch, Inc. (“Fitch”) and, respectively, the long-term issuer default rating by Fitch of Party A or any credit support provider or guarantor from time to time in respect of Party A cease to be at least as high as, respectively, “F1” and “A” (the “Minimum Fitch Rating”), ; or (3iii) the rating of the short-term unsecured, unsubordinated and unguaranteed debt obligations and the long-term ratings on its unsecured, unsubordinated and unguaranteed debt obligations of Party R-1(low) short-term and A or any credit support provider or guarantor from time to time in respect of Party A cease to be rated at least as high as, respectively, “R-1 (middle)” and “A (high)” long-term (the “Minimum DBRS Rating” and, together with the Minimum ▇▇▇▇▇’▇ Rating and Minimum Fitch Rating, the “Minimum Ratings” and each a “Minimum Rating”) by DBRS Limited (“DBRS” and, together with Moody’s and Fitch and each of their respective successors, the “Rating Agencies” and each a “Rating Agency”), (each such cessation being an “Initial Rating Event”), provided, for greater certainty, that in each case, only one of such ratings or assessments, as the case may be, from each of Moody’s, Fitch and DBRS, respectively, is required to be at or above such ratings or assessments; then Party A will, at its own cost, either: (A) transfer credit support in accordance with the provisions of the ISDA Credit Support Annex within 10 Business Days of the occurrence of the first such Initial Rating Event caused by a failure to maintain the ratings specified by Moody’s, Fitch or DBRSMinimum Ratings; (B) subject to Part 5(p), transfer all of its rights and obligations with respect to this Agreement to a replacement third party that satisfies the Minimum Moody’s Assessments, the Minimum Fitch Ratings requirement of all Rating Agenciesand the Minimum DBRS Ratings (collectively, the “Minimum Ratings”), in respect of which prior Rating Agency Confirmation has been received and that is satisfactory to the Bond Trustee (whose consent shall be given if the replacement third party has the relevant Minimum Rating Ratings or if the relevant Rating Agency confirms that such transfer would maintain the ratings of the Covered Bonds by such Rating Agency at, or restore the rating of the Covered Bonds by such Rating Agency to, the level at which it was immediately prior to such Initial Rating Event) within 30 calendar days of the occurrence of the first such Initial Rating Event; or (C) obtain an Eligible Guarantee (defined below) in respect of which prior Rating Agency Confirmation has been received and that is satisfactory to the Bond Trustee (whose consent shall be given if the third party has the relevant Minimum Rating Ratings or if the relevant Rating Agency confirms that such Eligible Guarantee would maintain the ratings of the Covered Bonds by such Rating Agency at, or restore the rating of the Covered Bonds by such Rating Agency to, the level at which it was immediately prior to such Initial Rating Event) within 30 calendar days of the occurrence of the first such Initial Rating Event. If any of sub-paragraphs sub‑paragraphs (i)(B) or (i)(C) above are satisfied at any time, Party A will not be required to transfer any additional credit support in respect of such Initial Rating Event. If any transferee of Party A’s rights and obligations under sub-paragraph sub‑paragraph (i)(B) or any guarantor of Party A’s rights and obligations under sub-paragraph sub‑paragraph (i)(C) does not have the Minimum Ratings, such transferee or guarantor shall transfer credit support in accordance with the provisions of the ISDA Credit Support Annex with effect from the date of appointment of such transferee or guarantor.

Additional Termination Provisions. (i) If (1) the rating of the short-term, unsecured, unsubordinated and unguaranteed debt obligations or, respectively, the long-term, unsecured, unsubordinated and unguaranteed debt obligations of Party A or any credit support provider or guarantor from time to time in respect of Party A cease to be rated at least as high asis assigned a rating or assessment below the following minimums (i) Derivative Counterparty Ratings of F1(dcr) short-term and A-(dcr) long-term, respectivelyor if Fitch has not then assigned a Derivative Counterparty Rating, “P-1” or “A-2” issuer default ratings of F1 short-term and A- long-term (the “Minimum ▇▇▇▇▇’▇ Rating”) by ▇▇▇▇▇’▇ Investors Service Inc. (“Moody’sFitch Ratings”), (2) the short-term issuer default rating in each case by Fitch, Inc. (“Fitch”) and, respectively, the long-term issuer default rating by Fitch of Party A or any credit support provider or guarantor from time to time in respect of Party A cease to be at least as high as, respectively, “F1” and “A” (the “Minimum Fitch Rating”), ; or (3ii) the rating of the short-term unsecured, unsubordinated and unguaranteed debt obligations and the long-term ratings on its unsecured, unsubordinated and unguaranteed debt obligations of Party R-1(low) short-term and A or any credit support provider or guarantor from time to time in respect of Party A cease to be rated at least as high as, respectively, “R-1 (middle)” and “A (high)” long-term (the “Minimum DBRS Rating” and, together with the Minimum ▇▇▇▇▇’▇ Rating and Minimum Fitch Rating, the “Minimum Ratings” and each a “Minimum Rating”) by DBRS Limited (“DBRS” and, together with Moody’s and Fitch and each of their respective successors, the “Rating Agencies” and each a “Rating Agency”), (each such cessation being an “Initial Rating Event”), provided, for greater certainty, that in each case, only one of such ratings or assessments, as the case may be, from each of Fitch and DBRS, respectively, is required to be at or above such ratings or assessments; then Party A will, at its own cost, either: (A) transfer credit support in accordance with the provisions of the ISDA Credit Support Annex within 10 Business Days 14 calendar days of the occurrence of the first such Initial Rating Event caused by a failure to maintain the ratings specified by Moody’s, Fitch or DBRSMinimum Ratings; (B) subject to Part 5(p5(o), transfer all of its rights and obligations with respect to this Agreement to a replacement third party that satisfies the Minimum Fitch Ratings requirement of all Rating Agenciesand the Minimum DBRS Ratings (collectively, the “Minimum Ratings”), in respect of which prior the Rating Agency Confirmation Condition with respect to DBRS has been received satisfied and that is satisfactory to the Bond Trustee (whose consent shall be given if the replacement third party has the relevant Minimum Rating or Ratings and if the relevant Rating Agency confirms that such transfer would maintain the ratings Condition has been satisfied with respect to DBRS) within 30 calendar days of the Covered Bonds by such Rating Agency at, or restore the rating occurrence of the Covered Bonds by such Rating Agency to, the level at which it was immediately prior to first such Initial Rating Event) Event provided that Party A transfers credit support in accordance with the provisions of the ISDA Credit Support Annex within 30 14 calendar days of the occurrence of the first such Initial Rating Event; or (C) obtain an Eligible Guarantee (defined below) in respect of which prior the Rating Agency Confirmation Condition with respect to DBRS has been received satisfied and that is satisfactory to the Bond Trustee (whose consent shall be given if the third party has the relevant Minimum Rating or Ratings and if the relevant Rating Agency confirms that such Eligible Guarantee would maintain the ratings Condition has been satisfied with respect to DBRS) within 30 calendar days of the Covered Bonds by such Rating Agency at, or restore the rating occurrence of the Covered Bonds by such Rating Agency to, the level at which it was immediately prior to first such Initial Rating Event) Event provided that Party A transfers credit support in accordance with the provisions of the ISDA Credit Support Annex within 30 14 calendar days of the occurrence of the first such Initial Rating Event. If any of sub-paragraphs (i)(B) or (i)(C) above are satisfied at any time, Party A will not be required to transfer any additional credit support in respect of such Initial Rating Event. If any transferee of Party A’s rights and obligations under sub-paragraph (i)(B) or any guarantor of Party A’s rights and obligations under sub-paragraph (i)(C) does not have the Minimum Ratings, such transferee or guarantor shall transfer credit support in accordance with the provisions of the ISDA Credit Support Annex with effect from the date of appointment of such transferee or guarantor.

Additional Termination Provisions. (i) If (1) the rating of the short-term, unsecured, unsubordinated and unguaranteed debt obligations or, respectively, term counterparty risk assessment or the long-term, unsecured, unsubordinated and unguaranteed debt obligations term counterparty risk assessment of Party A or any credit support provider or guarantor Credit Support Provider from time to time in respect of Party A cease A, as applicable, ceases to be rated at least as high as, respectively, “P-1Prime-1(cr)” or “A-2A2(cr)” (the “Minimum ▇▇▇▇▇’▇ Rating”, provided that, for greater certainty, only one of such assessments from ▇▇▇▇▇’▇ is required to have the Minimum ▇▇▇▇▇’▇ Rating) by ▇▇▇▇▇’▇ Investors Service Inc. (“Moody’s”), or (2) (i) the short-term issuer default rating by Fitch, Inc. (the “FitchFitch ST Rating”) andor (ii) the derivative counterparty rating, respectivelyif one is assigned, and if not, the long-term issuer default rating by Fitch (as applicable, the “▇▇▇▇▇ ▇▇ Rating”), in each case, of Party A or any credit support provider or guarantor Credit Support Provider from time to time in respect of Party A cease A, as applicable, ceases to be at least as high as, respectively, “F1” and or “A” (the “Minimum Fitch Rating”), or (3) provided that, for greater certainty, only one of such ratings from Fitch is required to have the rating of the short-term unsecuredMinimum Fitch Rating, unsubordinated and unguaranteed debt obligations and the long-term unsecured, unsubordinated and unguaranteed debt obligations of Party A or any credit support provider or guarantor from time to time in respect of Party A cease to be rated at least as high as, respectively, “R-1 (middle)” and “A (high)” (the “Minimum DBRS Rating” and, together with the Minimum ▇▇▇▇▇’▇ Rating and Minimum Fitch Rating, the “Minimum Ratings” and each each, a “Minimum Rating”) by DBRS Limited Fitch Ratings, Inc. (“DBRSFitch” and, together with Moody’s and Fitch and each of their respective successors, the “Rating Agencies” and each a “Rating Agency”), (each such cessation being an “Initial Rating Event”), then Party A will, at its own cost, either: (A) transfer credit support in accordance with the provisions of the ISDA Credit Support Annex within 10 Business Days 14 calendar days of the occurrence of the first such Initial Rating Event caused by a failure to maintain the ratings specified by Moody’s, Fitch or DBRSEvent; (B) subject to Part 5(p), transfer all of its rights and obligations with respect to this Agreement to a replacement third party that satisfies the Minimum Ratings requirement of all Rating Agencies, in respect subject to satisfaction of which prior the Rating Agency Confirmation has been received Condition, and that is satisfactory to the Bond Trustee (whose consent shall be given if the replacement third party has the relevant Minimum Rating or if the relevant Rating Agency confirms that such transfer would maintain the ratings within 30 calendar days of the Covered Bonds by such Rating Agency at, or restore the rating occurrence of the Covered Bonds by such Rating Agency to, the level at which it was immediately prior to first such Initial Rating Event) , provided that Party A transfers credit support in accordance with the provisions of the ISDA Credit Support Annex within 30 14 calendar days of the occurrence of the first such Initial Rating Event; or (C) obtain a guarantee (an “Eligible Guarantee (defined belowGuarantee”) in of its rights and obligations with respect to this Agreement from a third party that satisfies the Minimum Ratings requirement of which prior all Rating Agencies, subject to satisfaction of the Rating Agency Confirmation has been received Condition, and that is satisfactory to the Bond Trustee (whose consent shall be given if the third party has the relevant Minimum Rating or if the relevant Rating Agency confirms that such Eligible Guarantee would maintain the ratings within 30 calendar days of the Covered Bonds by such Rating Agency at, or restore the rating occurrence of the Covered Bonds by such Rating Agency to, the level at which it was immediately prior to first such Initial Rating Event) , provided that Party A transfers credit support in accordance with the provisions of the ISDA Credit Support Annex within 30 14 calendar days of the occurrence of the first such Initial Rating Event. If any of sub-paragraphs (i)(B) or (i)(C) above are satisfied at any time, Party A will not be required to transfer any additional credit support in respect of such Initial Rating Event. If . (ii) If, (1) the short-term counterparty risk assessment or the long-term counterparty risk assessment of Party A or any transferee Credit Support Provider from time to time in respect of Party A, as applicable, ceases to be at least as high as, respectively “Prime-2(cr)” or “A3(cr)” by Moody’s (the “Moody’s Subsequent Ratings”), or (2) the Fitch ST Rating or the ▇▇▇▇▇ ▇▇ Rating of Party A or any credit support provider from time to time in respect of Party A, as applicable, ceases to be at least as high as, respectively, “F2” or “BBB+” by Fitch (the “Fitch Subsequent Ratings” and together with the Moody’s Subsequent Ratings, the “Subsequent Ratings”) (each such event, a “Subsequent Rating Event”, provided that, for greater certainty, in respect of each of (1) and (2), if Party A or any Credit Support Provider from time to time in respect of Party A, as applicable, has one of such ratings from ▇▇▇▇▇`s or Fitch, respectively, a Subsequent Rating Event will not occur) with respect to Party A, then Party A will: (A) immediately and in any event no later than 30 calendar days of such Subsequent Rating Event at its own cost and expense, (i) transfer all of its rights and obligations under sub-paragraph with respect to this Agreement to a replacement third party that satisfies the Minimum Ratings requirement of all Rating Agencies, subject to satisfaction of the Rating Agency Condition, and that is satisfactory to the Bond Trustee, or (i)(Bii) or any guarantor obtain an Eligible Guarantee of Party A’s its rights and obligations under sub-paragraph (i)(C) does not have with respect to this Agreement from a third party that satisfies the Minimum RatingsRatings requirement of all Rating Agencies, such transferee or guarantor shall subject to satisfaction of the Rating Agency Condition, and that is satisfactory to the Bond Trustee; and (B) transfer credit support in accordance with the provisions of pursuant to the ISDA Credit Support Annex with effect from in no event later than 14 calendar days following the date occurrence of appointment a Subsequent Rating Event and until such time as the action set out in sub-paragraph (ii)(A) above has been taken. If the action set out in sub-paragraph (ii)(A) above is taken at any time following a Subsequent Rating Event, Party A will not be required to transfer any additional credit support in respect of such transferee Subsequent Rating Event. (A) Without prejudice to the consequences of Party A breaching any provision of this Agreement (other than sub-paragraph (i) above) or guarantorfailing to transfer credit support under the ISDA Credit Support Annex, if Party A does not take any of the measures described in sub-paragraph (i) above, such failure shall not be or give rise to an Event of Default but shall constitute an Additional Termination Event with respect to Party A which shall be deemed to have occurred on (x) the fourteenth Business Day following the applicable Initial Rating Event with respect to the measures set out in sub-paragraph (i)(A) and (y) with respect to the measures set out in sub-paragraphs (i)(B) and (i)(C), the last day of the remedy period specified in such sub-paragraph for the relevant measure, and in each case Party A shall be the sole Affected Party and all Transactions as Affected Transactions. (B) Without prejudice to the consequences of Party A breaching any provision of this Agreement (other than sub-paragraph (ii) above) or failing to transfer credit support under the ISDA Credit Support Annex, if, at the time a Subsequent Rating Event occurs, Party A fails to transfer credit support as required by the Credit Support Annex, such failure will not be or give rise to an Event of Default but will constitute an Additional Termination Event with respect to Party A and will be deemed to have occurred on the fourteenth Business Day following such Subsequent Rating Event with Party A as the sole Affected Party and all Transactions as Affected Transactions. Further, an Additional Termination Event with respect to Party A shall be deemed to have occurred if, even if Party A continues to transfer credit support as required by sub-paragraph (ii)(B) above and notwithstanding Section 5(a)(ii), Party A does not take any measure specified in sub-paragraph (ii)(A) above within the time prescribed therefor. Such Additional Termination Event will be deemed to have occurred on the thirtieth day following the Subsequent Rating Event with Party A as the sole Affected Party and all Transactions as Affected Transactions. (C) If any of the Covered Bonds then outstanding have been assigned a rating by Moody’s, Party B were to designate an Early Termination Date and there would be a payment due to Party A, then Party B may only designate such an Early Termination Date in respect of an Additional Termination Event under this Part 5(h)(iii) if Party B has found a replacement counterparty willing to enter into a new transaction on terms that reflect as closely as reasonably possible, as determined by Party B in its sole and absolute discretion, the economic, legal and credit terms of the Terminated Transactions, and Party B has acquired the Bond Trustee’s prior written consent. The reasonable costs incurred by Party B arising directly from Party B finding or attempting to find such a replacement counterparty will be reimbursed by Party A. Each of Party B and the Bond Trustee (at the expense of Party A) shall use their reasonable endeavours to co-operate with Party A in connection with any of the measures which Party A may take under this Part 5(h) following the rating events described herein.

Additional Termination Provisions. (i) If (1) (i) the short-term issuer default rating (the “Fitch ST Rating”) or (ii) the derivative counterparty rating, if one is assigned, and if not, the long-term issuer default rating (as applicable, the “▇▇▇▇▇ ▇▇ Rating”), in each case, of Party A or any Credit Support Provider from time to time in respect of PartyA, as applicable, ceases to be at least as high as, respectively, “F1” or “A-” (the “Minimum Fitch Rating”) by Fitch Ratings, Inc. (“Fitch”), or (2)the rating of the short-term, unsecured, unsubordinated and unguaranteed debt obligations or, respectively, or the long-term, unsecured, unsubordinated and unguaranteed debt obligations of Party A or any credit support provider or guarantor from time to time in respect of Party A cease to be rated at least as high as, respectively, “P-1” or “A-2” (the “Minimum ▇▇▇▇▇’▇ Rating”) by ▇▇▇▇▇’▇ Investors Service Inc. (“Moody’s”), (2) the short-term issuer default rating by Fitch, Inc. (“Fitch”) and, respectively, the long-term issuer default rating by Fitch of Party A or any credit support provider or guarantor from time to time in respect of Party A cease to be at least as high as, respectively, “F1” and “A” (the “Minimum Fitch Rating”), or (3) the rating of the short-term unsecured, unsubordinated and unguaranteed debt obligations and the long-term unsecured, unsubordinated and unguaranteed debt obligations of Party A or any credit support provider or guarantor from time to time in respect Credit Support Provider of Party A cease to be rated at least as high as, respectively, “R-1 (middlelow)” and or “A (high)A” (the “Minimum DBRS Rating” and”, and together with the Minimum ▇▇▇▇▇’▇ Rating and Minimum Fitch Rating, the “Minimum Ratings” and each each, a “Minimum Rating”, provided that, for greater certainty, only one of such ratings from each of Fitch and DBRS is required to have the applicable Minimum Rating,) by DBRS Limited (“DBRS” and, together with Moody’s and Fitch and each of their respective successors, the “Rating Agencies” and each a “Rating Agency”), (each such cessation being an “Initial Rating Event”), then Party A will, at its own cost, either: (A) transfer credit support in accordance with the provisions of the ISDA Credit Support Annex within 10 Business Days 14 calendar days of the occurrence of the first such Initial Rating Event caused by a failure to maintain the ratings specified by Moody’s, Fitch or DBRSEvent; (B) subject to Part 5(p), transfer all of its rights and obligations with respect to this Agreement to a replacement third party that satisfies the Minimum Ratings requirement of all Rating Agencies, in respect subject to satisfaction of which prior the Rating Agency Confirmation has been received Condition, and that is satisfactory to the Bond Trustee (whose consent shall be given if the replacement third party has the relevant Minimum Rating or if the relevant Rating Agency confirms that such transfer would maintain the ratings within 30 calendar days of the Covered Bonds by such Rating Agency at, or restore the rating occurrence of the Covered Bonds by such Rating Agency to, the level at which it was immediately prior to first such Initial Rating Event) , provided that PartyA transfers credit support in accordance with the provisions of the ISDA Credit Support Annex within 30 14 calendar days of the occurrence of the first such Initial Rating Event; or (C) obtain a guarantee (an “Eligible Guarantee (defined belowGuarantee”) in of its rights and obligations with respect to this Agreement from a third party that satisfies the Minimum Ratings requirement of which prior all Rating Agencies, subject to satisfaction of the Rating Agency Confirmation has been received Condition, and that is satisfactory to the Bond Trustee (whose consent shall be given if the third party has the relevant Minimum Rating or if the relevant Rating Agency confirms that such Eligible Guarantee would maintain the ratings within 30 calendar days of the Covered Bonds by such Rating Agency at, or restore the rating occurrence of the Covered Bonds by such Rating Agency to, the level at which it was immediately prior to first such Initial Rating Event) , provided that Party A transfers credit support in accordance with the provisions of the ISDA Credit Support Annex within 30 14 calendar days of the occurrence of the first such Initial Rating Event. If any of sub-paragraphs (i)(B) or (i)(C) above are is satisfied at any time, Party A will not be required to transfer any additional credit support in respect of such Initial Rating Event. If . (ii) If, (1) the Fitch ST Rating or the ▇▇▇▇▇ ▇▇ Rating of Party A or any transferee credit support provider from time to time in respect of Party A’s , as applicable, ceases to be at least as high as, respectively, “F3” or “BBB-” by Fitch, or (2) the rating of the short term, unsecured, unsubordinated and unguaranteed debt obligations or the long term, unsecured, unsubordinated and unguaranteed debt obligations of Party A or any credit support provider of Party A cease to be rated at least as high as, respectively “R-2 (middle)” or “BBB” by DBRS (each such rating, a “Subsequent Rating” and each such event, a “Subsequent Rating Event”, provided that, for greater certainty, if Party A or any credit support provider of Party A has only one of such ratings from each of Fitch and DBRS, a Subsequent Rating Event will not occur with respect to Party A), then Party A will, at its own cost: (A) immediately and in any event no later than 30 calendar days after such Subsequent Rating Event (i) transfer all of its rights and obligations under sub-paragraph with respect to this Agreement to a replacement third party that satisfies the Minimum Ratings requirement of all Rating Agencies, subject to satisfaction of the Rating Agency Condition, and that is satisfactory to the Bond Trustee, or (i)(Bii) or any guarantor obtain an Eligible Guarantee of Party A’s its rights and obligations under sub-paragraph (i)(C) does not have with respect to this Agreement from a third party that satisfies the Minimum RatingsRatings requirement of all Rating Agencies, such transferee or guarantor shall subject to satisfaction of the Rating Agency Condition, and that is satisfactory to the Bond Trustee; and (B) transfer credit support in accordance with the provisions of pursuant to the ISDA Credit Support Annex with effect from in no event later than 14 calendar days following the date occurrence of appointment a Subsequent Rating Event and until such time as the action set out in sub-paragraph (ii)(A) above has been taken. If the action set out in sub-paragraph(ii)(A) above is taken at any time following a Subsequent Rating Event, PartyA will not be required to transfer any additional credit support in respect of such transferee Subsequent Rating Event. (A) Without prejudice to the consequences of Party A breaching any provision of this Agreement (other than sub-paragraph (i) above) or guarantorfailing to transfer credit support under the ISDA Credit Support Annex, if Party A does not take any of the measures described in sub-paragraph (i) above, such failure shall not be or give rise to an Event of Default but shall constitute an Additional Termination Event with respect to Party A with Party A as the sole Affected Party and all Transactions as Affected Transactions. (B) Without prejudice to the consequences of Party A breaching any provision of this Agreement (other than sub-paragraph (ii) above) or failing to transfer credit support under the ISDA Credit Support Annex, if, at the time a Subsequent Rating Event occurs, Party A fails to comply with sub-paragraph (ii) above, such failure will not be or give rise to an Event of Default but will constitute an Additional Termination Event with respect to Party A as the sole Affected Party and all Transactions as Affected Transactions. Each of PartyB and the Bond Trustee (at the expense of PartyA) shall use their reasonable endeavours to co-operate with Party A in connection with any of the measures which Party A may take under this Part 5(h) following the rating events described herein.

Additional Termination Provisions. (i) If (1) the rating of the short-term, unsecured, unsubordinated and unguaranteed debt obligations or, respectively, term counterparty risk assessment or the long-termterm counterparty risk assessment, unsecuredin each case, unsubordinated and unguaranteed debt obligations of Party A or any credit support provider or guarantor from time to time in respect Credit Support Provider of Party A cease A, as applicable, ceases to be rated at least as high as, respectively, “P-1P-1(cr)” or “A-2” (the “Minimum ▇▇▇▇▇’▇ RatingA2(cr)”) , by ▇▇▇▇▇’▇ Investors Service Inc. (“Moody’s”) (the “Minimum ▇▇▇▇▇’▇ Rating”), (2) (i) the short-short- term issuer default rating by Fitch, Inc. (the “FitchFitch ST Rating”) andor (ii) the derivative counterparty rating, respectivelyif one is assigned, and if not, the long-term issuer default rating by Fitch (as applicable, the “▇▇▇▇▇ ▇▇ Rating”), in each case, of Party A or any credit support provider or guarantor from time to time in respect Credit Support Provider of Party A cease A, as applicable, ceases to be at least as high as, respectively, “F1” and or “A” A-”, by Fitch Ratings, Inc. (“Fitch”) (the “Minimum Fitch Rating”), or (3) the rating of the short-term term, unsecured, unsubordinated and unguaranteed debt obligations and or the long-term term, unsecured, unsubordinated and unguaranteed debt obligations obligations, in each case, of Party A or any credit support provider or guarantor Credit Support Provider from time to time in respect of Party A A, as applicable, cease to be rated at least as high as, respectively, “R-1 (middleR- 1(low)” and or “A (high)” (the “Minimum DBRS Rating” andA”, together with the Minimum ▇▇▇▇▇’▇ Rating and Minimum Fitch Rating, the “Minimum Ratings” and each a “Minimum Rating”) by DBRS Limited (“DBRS” and, together with Moody’s and Fitch and each of their respective successors, the “Rating Agencies” and each a “Rating Agency”)) (the “Minimum DBRS Rating”, (and, together with the Minimum ▇▇▇▇▇’▇ Rating and Minimum Fitch Rating, the “Minimum Ratings” and each a “Minimum Rating”, and each such cessation being an “Initial Rating Event”, provided that, for greater certainty, in respect of each of (1), (2) and (3), if Party A or any Credit Support Provider of Party A, as applicable, has one of such ratings from Moody’s, Fitch or DBRS, respectively, it will have the applicable “\Minimum Ratings” and an Initial Rating Event will not occur with respect to Party A), then Party A will, at its own cost, either: (A) transfer Transfer credit support in accordance with the provisions of the ISDA Credit Support Annex within 10 Business Days 14 calendar days of the occurrence of the first such Initial Rating Event caused by a failure to maintain the ratings specified by Moody’s, Fitch or DBRSEvent; (B) subject to Part 5(p5(m), transfer all of its rights and obligations with respect to this Agreement to a replacement third party that satisfies the Minimum Ratings requirement of all Rating Agencies, in respect subject to satisfaction of which prior the Rating Agency Confirmation has been received Condition, and that is satisfactory to the Bond Trustee within (whose consent shall be given if the replacement third party has the relevant Minimum Rating or if the relevant Rating Agency confirms that such transfer would maintain the ratings x) 30 Montreal Business Days of the Covered Bonds by such Rating Agency at, or restore the rating occurrence of the Covered Bonds by such Rating Agency to, the level at which it was immediately prior to first such Initial Rating EventEvent caused by a downgrade by Moody’s, (y) within 30 calendar days of the occurrence of the first such Initial Rating Event caused by a downgrade by DBRS or (z) 60 calendar days of the occurrence of the first such Initial Rating Event caused by a downgrade by Fitch, provided that, in each case, Party A transfers credit support in accordance with the provisions of the ISDA Credit Support Annex within 14 calendar days of the occurrence of the first such Initial Rating Event; or; (C) obtain a guarantee (an “Eligible Guarantee (defined belowGuarantee”) in of its rights and obligations with respect to this Agreement from a third party that satisfies the Minimum Ratings requirement of which prior all Rating Agencies, subject to satisfaction of the Rating Agency Confirmation has been received Condition, and that is satisfactory to the Bond Trustee within (whose consent shall be given if the third party has the relevant Minimum Rating or if the relevant Rating Agency confirms that such Eligible Guarantee would maintain the ratings x) 30 Montreal Business Days of the Covered Bonds by such Rating Agency at, or restore the rating occurrence of the Covered Bonds by such Rating Agency to, the level at which it was immediately prior to first such Initial Rating EventEvent caused by a downgrade by Moody’s, (y) 30 calendar days of the occurrence of the first such Initial Rating Event caused by a downgrade by DBRS or (z) 60 calendar days of the occurrence of the first such Initial Rating Event caused by a downgrade by Fitch, provided that, in each case, Party A transfers credit support in accordance with the provisions of the ISDA Credit Support Annex within 30 14 calendar days of the occurrence of the first such Initial Rating Event. If any of sub-paragraphs (i)(B) or (i)(C) above are is satisfied at any time, Party A will not be required to transfer any additional credit support in respect of such Initial Rating Event. If . (ii) If, (1) the short-term counterparty risk assessment or the long-term counterparty risk assessment, in each case, of Party A or any transferee Credit Support Provider of Party A’s , as applicable, ceases to be at least as high as “P-2(cr)” or “A3(cr)” by Moody’s, (2) the Fitch ST Rating or the ▇▇▇▇▇ ▇▇ Rating of Party A or any Credit Support Provider of Party A, as applicable, ceases to be at least as high as, respectively, “F3” or “BBB-” by Fitch, or (3) the short-term, unsecured, unsubordinated and unguaranteed debt obligations or the long-term, unsecured, unsubordinated and unguaranteed debt obligations of Party A or any Credit Support Provider in respect of Party A, as applicable, cease to be rated at least as high as, respectively, “R-2(middle)” or “BBB” by DBRS (each such rating, a “Subsequent Rating” and each such event, a “Subsequent Rating Event”, provided that, for greater certainty, in respect of each of (1), (2) and (3), if Party A or any Credit Support Provider of Party A, as applicable, has one of such ratings from Moody’s, Fitch or DBRS, respectively, a Subsequent Rating Event will not occur with respect to Party A), then Party A will: (A) immediately and in any event no later than (x) 30 Montreal Business Days, in the case of the occurrence of a Subsequent Rating Event caused by a downgrade by Moody’s, (y) 30 calendar days, in the case of the occurrence of a Subsequent Rating Event caused by a downgrade by DBRS or (z) 60 calendar days, in the case of the occurrence of a Subsequent Rating Event caused by a downgrade by Fitch, in each case, at its own cost and expense, (i) transfer all of its rights and obligations under with respect to this Agreement to a replacement third party that satisfies the Minimum Ratings requirement of all Rating Agencies, subject to satisfaction of the Rating Agency Condition, and that is satisfactory to the Bond Trustee, or (ii) obtain an Eligible Guarantee of its rights and obligations with respect to this Agreement from a third party that satisfies the Minimum Ratings requirement of all Rating Agencies, subject to satisfaction of the Rating Agency Condition, and that is satisfactory to the Bond Trustee; and (B) transfer credit support pursuant to the Credit Support Annex in no event later than 14 calendar days following the occurrence of a Subsequent Rating Event and until such time as the action set out in sub-paragraph (i)(Bii)(A) or any guarantor of Party A’s rights and obligations under above has been taken. If the action set out in sub-paragraph (i)(Cii)(A) does above is taken at any time following a Subsequent Rating Event, Party A will not have be required to transfer any additional credit support in respect of such Subsequent Rating Event. (A) Without prejudice to the Minimum Ratings, such transferee consequences of Party A breaching any provision of this Agreement (other than sub-paragraph (i) above) or guarantor shall failing to transfer credit support in accordance with under the provisions Credit Support Annex, if Party A does not take any of the ISDA measures described in sub-paragraph (i) above, such failure shall not be or give rise to an Event of Default but shall constitute an Additional Termination Event with respect to Party A with Party A as the sole Affected Party and all Transactions as Affected Transactions. (B) Without prejudice to the consequences of Party A breaching any provision of this Agreement (other than sub-paragraph (ii) above) or failing to transfer credit support under the Credit Support Annex Annex, if, at the time a Subsequent Rating Event occurs, Party A fails to comply with effect sub-paragraph (ii) above, such failure will not be or give rise to an Event of Default but will constitute an Additional Termination Event with Party A as the sole Affected Party and all Transactions as Affected Transactions. (C) If any of the Covered Bonds then outstanding have been assigned a rating by Moody’s, Party B were to designate an Early Termination Date and there would be a payment due to Party A, then Party B may only designate such an Early Termination Date in respect of an Additional Termination Event under this Part 5(h)(iii) if Party B has found a replacement counterparty willing to enter into a new transaction on terms that reflect as closely as reasonably possible, as determined by Party B in its sole and absolute discretion, the economic, legal and credit terms of the Terminated Transactions, and Party B has acquired the Bond Trustee’s prior written consent. The reasonable costs incurred by Party B arising directly from Party B finding or attempting to find such a replacement counterparty will be reimbursed by Party A. Each of Party B and the date Bond Trustee (at the expense of appointment Party A) shall use their reasonable endeavours to co-operate with Party A in connection with any of such transferee or guarantorthe measures which Party A may take under this Part 5(g) following the rating events described herein.

Additional Termination Provisions. ‌ (i) If (1) the rating of the short-term, unsecured, unsubordinated and unguaranteed debt obligations or, respectively, term counterparty risk assessment or the long-termterm counterparty risk assessment, unsecuredin each case, unsubordinated and unguaranteed debt obligations of Party A or any credit support provider or guarantor from time to time in respect Credit Support Provider of Party A cease A, as applicable, ceases to be rated at least as high as, respectively, “P-1P-1(cr)” or “A-2” (the “Minimum ▇▇▇▇▇’▇ RatingA2(cr)”) , by ▇▇▇▇▇’▇ Investors Service Inc. (“Moody’s”) (the “Minimum ▇▇▇▇▇’▇ Rating”), (2) (i) the short-short- term issuer default rating by Fitch, Inc. (the “FitchFitch ST Rating”) andor (ii) the derivative counterparty rating, respectivelyif one is assigned, and if not, the long-term issuer default rating by Fitch (as applicable, the “▇▇▇▇▇ ▇▇ Rating”), in each case, of Party A or any credit support provider or guarantor from time to time in respect Credit Support Provider of Party A cease A, as applicable, ceases to be at least as high as, respectively, “F1” and or “A” A-”, by Fitch Ratings, Inc. (“Fitch”) (the “Minimum Fitch Rating”), or (3) the rating of the short-term term, unsecured, unsubordinated and unguaranteed debt obligations and or the long-term term, unsecured, unsubordinated and unguaranteed debt obligations obligations, in each case, of Party A or any credit support provider or guarantor Credit Support Provider from time to time in respect of Party A A, as applicable, cease to be rated at least as high as, respectively, “R-1 (middleR- 1(low)” and or “A (high)” (the “Minimum DBRS Rating” andA”, together with the Minimum ▇▇▇▇▇’▇ Rating and Minimum Fitch Rating, the “Minimum Ratings” and each a “Minimum Rating”) by DBRS Limited (“DBRS” and, together with Moody’s and Fitch and each of their respective successors, the “Rating Agencies” and each a “Rating Agency”)) (the “Minimum DBRS Rating”, (and, together with the Minimum ▇▇▇▇▇’▇ Rating and Minimum Fitch Rating, the “Minimum Ratings” and each a “Minimum Rating”, and each such cessation being an “Initial Rating Event”, provided that, for greater certainty, in‌ respect of each of (1), (2) and (3), if Party A or any Credit Support Provider of Party A, as applicable, has one of such ratings from Moody’s, Fitch or DBRS, respectively, it will have the applicable “\Minimum Ratings” and an Initial Rating Event will not occur with respect to Party A), then Party A will, at its own cost, either: (A) transfer credit support in accordance with the provisions of the ISDA Credit Support Annex within 10 Business Days 14 calendar days of the occurrence of the first such Initial Rating Event caused by a failure to maintain the ratings specified by Moody’s, Fitch or DBRSEvent; (B) subject to Part 5(p), transfer all of its rights and obligations with respect to this Agreement to a replacement third party that satisfies the Minimum Ratings requirement of all Rating Agencies, in respect subject to satisfaction of which prior the Rating Agency Confirmation has been received Condition, and that is satisfactory to the Bond Trustee within (whose consent shall be given if the replacement third party has the relevant Minimum Rating or if the relevant Rating Agency confirms that such transfer would maintain the ratings of the Covered Bonds by such Rating Agency at, or restore the rating of the Covered Bonds by such Rating Agency to, the level at which it was immediately prior to such Initial Rating Eventx) within 30 calendar days Toronto Business Days of the occurrence of the first such Initial Rating Event; or (C) obtain an Eligible Guarantee (defined below) in respect of which prior Rating Agency Confirmation has been received and that is satisfactory to the Bond Trustee (whose consent shall be given if the third party has the relevant Minimum Rating or if the relevant Rating Agency confirms that such Eligible Guarantee would maintain the ratings of the Covered Bonds Event caused by such Rating Agency at, or restore the rating of the Covered Bonds a downgrade by such Rating Agency to, the level at which it was immediately prior to such Initial Rating Event) within 30 calendar days of the occurrence of the first such Initial Rating Event. If any of sub-paragraphs (i)(B) or (i)(C) above are satisfied at any time, Party A will not be required to transfer any additional credit support in respect of such Initial Rating Event. If any transferee of Party A’s rights and obligations under sub-paragraph (i)(B) or any guarantor of Party A’s rights and obligations under sub-paragraph (i)(C) does not have the Minimum Ratings, such transferee or guarantor shall transfer credit support in accordance with the provisions of the ISDA Credit Support Annex with effect from the date of appointment of such transferee or guarantor.Moody’s,

Additional Termination Provisions. ‌ (i) If (1) the rating of the short-term, unsecured, unsubordinated and unguaranteed debt obligations or, respectively, term counterparty risk assessment or the long-termterm counterparty risk assessment, unsecuredin each case, unsubordinated and unguaranteed debt obligations of Party A or any credit support provider or guarantor from time to time in respect Credit Support Provider of Party A cease A, as applicable, ceases to be rated at least as high as, respectively, “P-1P-1(cr)” or “A-2” (the “Minimum ▇▇▇▇▇’▇ RatingA2(cr)”) , by ▇▇▇▇▇’▇ Investors Service Inc. (“Moody’s”) (the “Minimum ▇▇▇▇▇’▇ Rating”), (2) (i) the short-short- term issuer default rating by Fitch, Inc. (the “FitchFitch ST Rating”) andor (ii) the derivative counterparty rating, respectivelyif one is assigned, and if not, the long-term issuer default rating by Fitch (as applicable, the “▇▇▇▇▇ ▇▇ Rating”), in each case, of Party A or any credit support provider or guarantor from time to time in respect Credit Support Provider of Party A cease A, as applicable, ceases to be at least as high as, respectively, “F1” and or “A” A-”, by Fitch Ratings, Inc. (“Fitch”) (the “Minimum Fitch Rating”), or (3) the rating of the short-term term, unsecured, unsubordinated and unguaranteed debt obligations and or the long-term term, unsecured, unsubordinated and unguaranteed debt obligations obligations, in each case, of Party A or any credit support provider or guarantor Credit Support Provider from time to time in respect of Party A A, as applicable, cease to be rated at least as high as, respectively, “R-1 (middleR- 1(low)” and or “A (high)” (the “Minimum DBRS Rating” andA”, together with the Minimum ▇▇▇▇▇’▇ Rating and Minimum Fitch Rating, the “Minimum Ratings” and each a “Minimum Rating”) by DBRS Limited (“DBRS” and, together with Moody’s and Fitch and each of their respective successors, the “Rating Agencies” and each a “Rating Agency”)) (the “Minimum DBRS Rating”, (and, together with the Minimum ▇▇▇▇▇’▇ Rating and Minimum Fitch Rating, the “Minimum Ratings” and each a “Minimum Rating”, and each such cessation being an “Initial Rating Event”, provided that, for greater certainty, in respect of each of (1), (2) and (3), if Party A or any Credit Support Provider of Party A, as applicable, has one of such ratings from Moody’s, Fitch or DBRS, respectively, it will have the applicable “\Minimum Ratings” and an Initial Rating Event will not occur with respect to Party A), then Party A will, at its own cost, either: (A) transfer credit support in accordance with the provisions of the ISDA Credit Support Annex within 10 Business Days 14 calendar days of the occurrence of the first such Initial Rating Event caused by a failure to maintain the ratings specified by Moody’s, Fitch or DBRSEvent; (B) subject to Part 5(p), transfer all of its rights and obligations with respect to this Agreement to a replacement third party that satisfies the Minimum Ratings requirement of all Rating Agencies, in respect subject to satisfaction of which prior the Rating Agency Confirmation has been received Condition, and that is satisfactory to the Bond Trustee within (whose consent shall be given if the replacement third party has the relevant Minimum Rating or if the relevant Rating Agency confirms that such transfer would maintain the ratings of the Covered Bonds by such Rating Agency at, or restore the rating of the Covered Bonds by such Rating Agency to, the level at which it was immediately prior to such Initial Rating Eventx) within 30 calendar days Toronto Business Days of the occurrence of the first such Initial Rating Event; or (C) obtain an Eligible Guarantee (defined below) in respect of which prior Rating Agency Confirmation has been received and that is satisfactory to the Bond Trustee (whose consent shall be given if the third party has the relevant Minimum Rating or if the relevant Rating Agency confirms that such Eligible Guarantee would maintain the ratings of the Covered Bonds Event caused by such Rating Agency at, or restore the rating of the Covered Bonds a downgrade by such Rating Agency to, the level at which it was immediately prior to such Initial Rating Event) within 30 calendar days of the occurrence of the first such Initial Rating Event. If any of sub-paragraphs (i)(B) or (i)(C) above are satisfied at any time, Party A will not be required to transfer any additional credit support in respect of such Initial Rating Event. If any transferee of Party A’s rights and obligations under sub-paragraph (i)(B) or any guarantor of Party A’s rights and obligations under sub-paragraph (i)(C) does not have the Minimum Ratings, such transferee or guarantor shall transfer credit support in accordance with the provisions of the ISDA Credit Support Annex with effect from the date of appointment of such transferee or guarantor.Moody’s,

Additional Termination Provisions. (i) If (1) the rating of the short-term, unsecured, unsubordinated and unguaranteed debt obligations or, respectively, the long-term, unsecured, unsubordinated and unguaranteed debt obligations of Party A or any credit support provider or guarantor from time to time in respect of Party A cease to be rated at least as high as, respectively, “P-1” is assigned a rating or “A-2” assessment below the following minimums (i) Counterparty Risk Assessments of P-1(cr) short-term and A-2(cr) long-term (the “Minimum ▇▇▇▇▇’▇ RatingMoody’s Assessments”) by ▇▇▇▇▇’▇ Investors Service Inc. (“Moody’s”), (2ii) the Derivative Counterparty Ratings of F1(dcr) short-term and A-(dcr) long-term, or if Fitch has not then assigned a Derivative Counterparty Rating, issuer default rating ratings of F1 short-term and A- long-term (the “Minimum Fitch Ratings”), in each case by Fitch, Inc. (“Fitch”) and, respectively, the long-term issuer default rating by Fitch of Party A or any credit support provider or guarantor from time to time in respect of Party A cease to be at least as high as, respectively, “F1” and “A” (the “Minimum Fitch Rating”), ; or (3iii) the rating of the short-term unsecured, unsubordinated and unguaranteed debt obligations and the long-term ratings on its unsecured, unsubordinated and unguaranteed debt obligations of Party R-1(low) short-term and A or any credit support provider or guarantor from time to time in respect of Party A cease to be rated at least as high as, respectively, “R-1 (middle)” and “A (high)” long-term (the “Minimum DBRS Rating” and, together with the Minimum ▇▇▇▇▇’▇ Rating and Minimum Fitch Rating, the “Minimum Ratings” and each a “Minimum Rating”) by DBRS Limited (“DBRS” and, together with Moody’s and Fitch and each of their respective successors, the “Rating Agencies” and each a “Rating Agency”), (each such cessation being an “Initial Rating Event”), provided, for greater certainty, that in each case, only one of such ratings or assessments, as the case may be, from each of Moody’s, Fitch and DBRS, respectively, is required to be at or above such ratings or assessments; then Party A will, at its own cost, either: (A) transfer credit support in accordance with the provisions of the ISDA Credit Support Annex within 10 Business Days of the occurrence of the first such Initial Rating Event caused by a failure to maintain the ratings specified by Moody’s, Fitch or DBRSMinimum Ratings; (B) subject to Part 5(p), transfer all of its rights and obligations with respect to this Agreement to a replacement third party that satisfies the Minimum Moody’s Assessments, the Minimum Fitch Ratings requirement of all Rating Agenciesand the Minimum DBRS Ratings (collectively, the “Minimum Ratings”), in respect of which prior Rating Agency Confirmation has been received and that is satisfactory to the Bond Trustee (whose consent shall be given if the replacement third party has the relevant Minimum Rating Ratings or if the relevant Rating Agency confirms that such transfer would maintain the ratings of the Covered Bonds by such Rating Agency at, or restore the rating of the Covered Bonds by such Rating Agency to, the level at which it was immediately prior to such Initial Rating Event) within 30 calendar days of the occurrence of the first such Initial Rating Event; or (C) obtain an Eligible Guarantee (defined below) in respect of which prior Rating Agency Confirmation has been received and that is satisfactory to the Bond Trustee (whose consent shall be given if the third party has the relevant Minimum Rating Ratings or if the relevant Rating Agency confirms that such Eligible Guarantee would maintain the ratings of the Covered Bonds by such Rating Agency at, or restore the rating of the Covered Bonds by such Rating Agency to, the level at which it was immediately prior to such Initial Rating Event) within 30 calendar days of the occurrence of the first such Initial Rating Event. If any of sub-paragraphs sub‑paragraphs (i)(B) or (i)(C) above are satisfied at any time, Party A will not be required to transfer any additional credit support in respect of such Initial Rating Event. If any transferee of Party A’s rights and obligations under sub-paragraph sub‑paragraph (i)(B) or any guarantor of Party A’s rights and obligations under sub-paragraph sub‑paragraph (i)(C) does not have the Minimum Ratings, such transferee or guarantor shall transfer credit support in accordance with the provisions of the ISDA Credit Support Annex with effect from the date of appointment of such transferee or guarantor.

Additional Termination Provisions. (i) If (1) the rating of the short-term, unsecured, unsubordinated and unguaranteed debt obligations or, respectively, the long-term, unsecured, unsubordinated and unguaranteed debt obligations of Party A or any credit support provider or guarantor from time to time in respect of Party A cease to be rated at least as high as, respectively, “P-1” is assigned a rating or “A-2” assessment below the following minimums (i) Counterparty Risk Assessments of P-1(cr) short-term and A-2(cr) long-term (the “Minimum ▇▇▇▇▇’▇ RatingMoody’s Assessments”) by ▇▇▇▇▇’▇ Investors Service Inc. (“Moody’s”), , (2ii) the Derivative Counterparty Ratings of F1(dcr) short-term and A-(dcr) long-term, or if Fitch has not then assigned a Derivative Counterparty Rating, issuer default rating ratings of F1 short-term and A- long-term (the “Minimum Fitch Ratings”), in each case by Fitch, Inc. (“Fitch”) and, respectively, the long-term issuer default rating by Fitch of Party A or any credit support provider or guarantor from time to time in respect of Party A cease to be at least as high as, respectively, “F1” and “A” (the “Minimum Fitch Rating”), ; or (3iii) the rating of the short-term unsecured, unsubordinated and unguaranteed debt obligations and the long-term ratings on its unsecured, unsubordinated and unguaranteed debt obligations of Party R-1(low) short-term and A or any credit support provider or guarantor from time to time in respect of Party A cease to be rated at least as high as, respectively, “R-1 (middle)” and “A (high)” long-term (the “Minimum DBRS Rating” and, together with the Minimum ▇▇▇▇▇’▇ Rating and Minimum Fitch Rating, the “Minimum Ratings” and each a “Minimum Rating”) by DBRS Limited (“DBRS” and, together with Moody’s and Fitch and each of their respective successors, the “Rating Agencies” and each a “Rating Agency”), (each such cessation being an “Initial Rating Event”), provided, for greater certainty, that in each case, only one of such ratings or assessments, as the case may be, from each of Moody’s, Fitch and DBRS, respectively, is required to be at or above such ratings or assessments; then Party A will, at its own cost, either: (A) transfer credit support in accordance with the provisions of the ISDA Credit Support Annex within 10 Business Days of the occurrence of the first such Initial Rating Event caused by a failure to maintain the ratings specified by Moody’s, Fitch or DBRSMinimum Ratings; (B) subject to Part 5(p), transfer all of its rights and obligations with respect to this Agreement to a replacement third party that satisfies the Minimum Moody’s Assessments, the Minimum Fitch Ratings requirement of all Rating Agenciesand the Minimum DBRS Ratings (collectively, the “Minimum Ratings”), in respect of which prior Rating Agency Confirmation has been received and that is satisfactory to the Bond Trustee (whose consent shall be given if the replacement third party has the relevant Minimum Rating Ratings or if the relevant Rating Agency confirms that such transfer would maintain the ratings of the Covered Bonds by such Rating Agency at, or restore the rating of the Covered Bonds by such Rating Agency to, the level at which it was immediately prior to such Initial Rating Event) within 30 calendar days of the occurrence of the first such Initial Rating Event; or (C) obtain an Eligible Guarantee (defined below) in respect of which prior Rating Agency Confirmation has been received and that is satisfactory to the Bond Trustee (whose consent shall be given if the third party has the relevant Minimum Rating Ratings or if the relevant Rating Agency confirms that such Eligible Guarantee would maintain the ratings of the Covered Bonds by such Rating Agency at, or restore the rating of the Covered Bonds by such Rating Agency to, the level at which it was immediately prior to such Initial Rating Event) within 30 calendar days of the occurrence of the first such Initial Rating Event. If any of sub-paragraphs (i)(B) or (i)(C) above are satisfied at any time, Party A will not be required to transfer any additional credit support in respect of such Initial Rating Event. If any transferee of Party A’s rights and obligations under sub-paragraph (i)(B) or any guarantor of Party A’s rights and obligations under sub-paragraph (i)(C) does not have the Minimum Ratings, such transferee or guarantor shall transfer credit support in accordance with the provisions of the ISDA Credit Support Annex with effect from the date of appointment of such transferee or guarantor.

Additional Termination Provisions. ‌ (i) If (1) (i) the short-term issuer default rating (the “Fitch ST Rating”) or (ii) the derivative counterparty rating, if one is assigned, and if not, the long-term issuer default rating (as applicable, the “▇▇▇▇▇ ▇▇ Rating”), in each case, of Party A or any Credit Support Provider from time to time in respect of Party A, as applicable, ceases to be at least as high as, respectively, “F1” or “A-” (the “Minimum Fitch Rating”) by Fitch Ratings, Inc. (“Fitch”), or (2) the rating of the short-term, unsecured, unsubordinated and unguaranteed debt obligations or, respectively, or the long-term, unsecured, unsubordinated and unguaranteed debt obligations of Party A or any credit support provider or guarantor from time to time in respect of Party A cease to be rated at least as high as, respectively, “P-1” or “A-2” (the “Minimum ▇▇▇▇▇’▇ Rating”) by ▇▇▇▇▇’▇ Investors Service Inc. (“Moody’s”), (2) the short-term issuer default rating by Fitch, Inc. (“Fitch”) and, respectively, the long-term issuer default rating by Fitch of Party A or any credit support provider or guarantor from time to time in respect of Party A cease to be at least as high as, respectively, “F1” and “A” (the “Minimum Fitch Rating”), or (3) the rating of the short-term unsecured, unsubordinated and unguaranteed debt obligations and the long-term unsecured, unsubordinated and unguaranteed debt obligations of Party A or any credit support provider or guarantor from time to time in respect Credit Support Provider of Party A cease to be rated at least as high as, respectively, “R-1 (middlelow)” and or “A (high)A” (the “Minimum DBRS Rating” and”, and together with the Minimum ▇▇▇▇▇’▇ Rating and Minimum Fitch Rating, the “Minimum Ratings” and each each, a “Minimum Rating”, provided that, for greater certainty, only one of such ratings from each of Fitch and DBRS is required to have the applicable Minimum Rating) by DBRS Limited (“DBRS” and, together with Moody’s and Fitch and each of their respective successors, the “Rating Agencies” and each a “Rating Agency”), (each such cessation being an “Initial Rating Event”), then Party A will, at its own cost, either:either:‌ (A) transfer credit support in accordance with the provisions of the ISDA Credit Support Annex within 10 Business Days 14 calendar days of the occurrence of the first such Initial Rating Event caused by a failure to maintain the ratings specified by Moody’s, Fitch or DBRSEvent; (B) subject to Part 5(p), transfer all of its rights and obligations with respect to this Agreement to a replacement third party that satisfies the Minimum Ratings requirement of all Rating Agencies, in respect subject to satisfaction of which prior the Rating Agency Confirmation has been received Condition, and that is satisfactory to the Bond Trustee (whose consent shall be given if the replacement third party has the relevant Minimum Rating or if the relevant Rating Agency confirms that such transfer would maintain the ratings within 30 calendar days of the Covered Bonds by such Rating Agency at, or restore the rating occurrence of the Covered Bonds by such Rating Agency to, the level at which it was immediately prior to first such Initial Rating Event) , provided that Party A transfers credit support in accordance with the provisions of the ISDA Credit Support Annex within 30 14 calendar days of the occurrence of the first such Initial Rating Event; or (C) obtain a guarantee (an “Eligible Guarantee (defined belowGuarantee”) in of its rights and obligations with respect to this Agreement from a third party that satisfies the Minimum Ratings requirement of which prior all Rating Agencies, subject to satisfaction of the Rating Agency Confirmation has been received Condition, and that is satisfactory to the Bond Trustee (whose consent shall be given if the third party has the relevant Minimum Rating or if the relevant Rating Agency confirms that such Eligible Guarantee would maintain the ratings within 30 calendar days of the Covered Bonds by such Rating Agency at, or restore the rating occurrence of the Covered Bonds by such Rating Agency to, the level at which it was immediately prior to first such Initial Rating Event) , provided that Party A transfers credit support in accordance with the provisions of the ISDA Credit Support Annex within 30 14 calendar days of the occurrence of the first such Initial Rating Event. If any of sub-paragraphs (i)(B) or (i)(C) above are is satisfied at any time, Party A will not be required to transfer any additional credit support in respect of such Initial Rating Event. If . (ii) If, (1) the Fitch ST Rating or the ▇▇▇▇▇ ▇▇ Rating of Party A or any transferee credit support provider from time to time in respect of Party A’s , as applicable, ceases to be at least as high as, respectively, “F3” or “BBB-” by Fitch, or (2) the rating of the short term, unsecured, unsubordinated and unguaranteed debt obligations or the long term, unsecured, unsubordinated and unguaranteed debt obligations of Party A or any credit support provider of Party A cease to be rated at least as high as, respectively “R-2 (middle)” or “BBB” by DBRS (each such rating, a “Subsequent Rating” and each such event, a “Subsequent Rating Event”, provided that, for greater certainty, if Party A or any credit support provider of Party A has only one of such ratings from each of Fitch and DBRS, a Subsequent Rating Event will not occur with respect to Party A), then Party A will, at its own cost: (A) immediately and in any event no later than 30 calendar days after such Subsequent Rating Event (i) transfer all of its rights and obligations under sub-paragraph with respect to this Agreement to a replacement third party that satisfies the Minimum Ratings requirement of all Rating Agencies, subject to satisfaction of the Rating Agency Condition, and that is satisfactory to the Bond Trustee, or (i)(Bii) or any guarantor obtain an Eligible Guarantee of Party A’s its rights and obligations under sub-paragraph (i)(C) does not have with respect to this Agreement from a third party that satisfies the Minimum RatingsRatings requirement of all Rating Agencies, such transferee or guarantor shall subject to satisfaction of the Rating Agency Condition, and that is satisfactory to the Bond Trustee; and (B) transfer credit support in accordance with the provisions of pursuant to the ISDA Credit Support Annex with effect from in no event later than 14 calendar days following the date occurrence of appointment a Subsequent Rating Event and until such time as the action set out in sub-paragraph (ii)(A) above has been taken. If the action set out in sub-paragraph (ii)(A) above is taken at any time following a Subsequent Rating Event, Party A will not be required to transfer any additional credit support in respect of such transferee Subsequent Rating Event. (A) Without prejudice to the consequences of Party A breaching any provision of this Agreement (other than sub-paragraph (i) above) or guarantorfailing to transfer credit support under the ISDA Credit Support Annex, if Party A does not take any of the measures described in sub-paragraph (i) above, such failure shall not be or give rise to an Event of Default but shall constitute an Additional Termination Event with respect to Party A with Party A as the sole Affected Party and all Transactions as Affected Transactions. (B) Without prejudice to the consequences of Party A breaching any provision of this Agreement (other than sub-paragraph (ii) above) or failing to transfer credit support under the ISDA Credit Support Annex, if, at the time a Subsequent Rating Event occurs, Party A fails to comply with sub-paragraph (ii) above, such failure will not be or give rise to an Event of Default but will constitute an Additional Termination Event with respect to Party A as the sole Affected Party and all Transactions as Affected Transactions. Each of Party B and the Bond Trustee (at the expense of Party A) shall use their reasonable endeavours to co-operate with Party A in connection with any of the measures which Party A may take under this Part 5(h) following the rating events described herein.

Additional Termination Provisions. (i) If (1) the rating of the short-term, unsecured, unsubordinated and unguaranteed debt obligations or, respectively, term counterparty risk assessment or the long-termterm counterparty risk assessment, unsecuredin each case, unsubordinated and unguaranteed debt obligations of Party A or any credit support provider or guarantor from time to time in respect Credit Support Provider of Party A cease A, as applicable, ceases to be rated at least as high as, respectively, “P-1P-1(cr)” or “A-2” A2(cr)”, by ▇▇▇▇▇’▇ Investors Service Inc. (“▇▇▇▇▇’▇”) (the “Minimum ▇▇▇▇▇’▇ Rating”) by ▇▇▇▇▇’▇ Investors Service Inc. (“Moody’s”), (2) (i) the short-term issuer default rating by Fitch, Inc. (the “FitchFitch ST Rating”) andor (ii) the derivative counterparty rating, respectivelyif one is assigned, and if not, the long-term issuer default rating by Fitch (as applicable, the “▇▇▇▇▇ ▇▇ Rating”), in each case, of Party A or any credit support provider or guarantor from time to time in respect Credit Support Provider of Party A cease A, as applicable, ceases to be at least as high as, respectively, “F1” and or “A” A-”, by Fitch Ratings, Inc. (“Fitch”) (the “Minimum Fitch Rating”), or (3) the rating of the short-term short- term, unsecured, unsubordinated and unguaranteed debt obligations and or the long-term term, unsecured, unsubordinated and unguaranteed debt obligations obligations, in each case, of Party A or any credit support provider or guarantor Credit Support Provider from time to time in respect of Party A A, as applicable, cease to be rated at least as high as, respectively, “R-1 (middleR-1(low)” or “A”, by DBRS Limited (“DBRS” and, together with ▇▇▇▇▇’▇ and ▇▇▇▇▇ and each of their respective successors, the “A (high)Rating Agencies” and each a “Rating Agency”) (the “Minimum DBRS Rating” ”, and, together with the Minimum ▇▇▇▇▇’▇ Rating and Minimum Fitch Rating, the “Minimum Ratings” and each a “Minimum Rating”) by DBRS Limited (“DBRS” and, together with Moody’s and Fitch and each of their respective successors, the “Rating Agencies” and each a “Rating Agency”), (each such cessation being an “Initial Rating Event”, provided that, for greater certainty, in respect of each of (1), (2) and (3), if Party A or any Credit Support Provider of Party A, as applicable, has one of such ratings from ▇▇▇▇▇’▇, ▇▇▇▇▇ or DBRS, respectively, it will have the applicable “\Minimum Ratings” and an Initial Rating Event will not occur with respect to Party A), then Party A will, at its own cost, either: (A) transfer Transfer credit support in accordance with the provisions of the ISDA Credit Support Annex within 10 Business Days 14 calendar days of the occurrence of the first such Initial Rating Event caused by a failure to maintain the ratings specified by Moody’s, Fitch or DBRSEvent; (B) subject to Part 5(p5(m), transfer all of its rights and obligations with respect to this Agreement to a replacement third party that satisfies the Minimum Ratings requirement of all Rating Agencies, in respect subject to satisfaction of which prior the Rating Agency Confirmation has been received Condition, and that is satisfactory to the Bond Trustee within (whose consent shall be given if the replacement third party has the relevant Minimum Rating or if the relevant Rating Agency confirms that such transfer would maintain the ratings x) 30 Montreal Business Days of the Covered Bonds by such Rating Agency at, or restore the rating occurrence of the Covered Bonds by such Rating Agency to, the level at which it was immediately prior to first such Initial Rating EventEvent caused by a downgrade by ▇▇▇▇▇’▇, (y) within 30 calendar days of the occurrence of the first such Initial Rating Event caused by a downgrade by DBRS or (z) 60 calendar days of the occurrence of the first such Initial Rating Event caused by a downgrade by Fitch, provided that, in each case, Party A transfers credit support in accordance with the provisions of the ISDA Credit Support Annex within 14 calendar days of the occurrence of the first such Initial Rating Event; or; (C) obtain a guarantee (an “Eligible Guarantee (defined belowGuarantee”) in of its rights and obligations with respect to this Agreement from a third party that satisfies the Minimum Ratings requirement of which prior all Rating Agencies, subject to satisfaction of the Rating Agency Confirmation has been received Condition, and that is satisfactory to the Bond Trustee within (whose consent shall be given if the third party has the relevant Minimum Rating or if the relevant Rating Agency confirms that such Eligible Guarantee would maintain the ratings x) 30 Montreal Business Days of the Covered Bonds by such Rating Agency at, or restore the rating occurrence of the Covered Bonds by such Rating Agency to, the level at which it was immediately prior to first such Initial Rating EventEvent caused by a downgrade by ▇▇▇▇▇’▇, (y) 30 calendar days of the occurrence of the first such Initial Rating Event caused by a downgrade by DBRS or (z) 60 calendar days of the occurrence of the first such Initial Rating Event caused by a downgrade by Fitch, provided that, in each case, Party A transfers credit support in accordance with the provisions of the ISDA Credit Support Annex within 30 14 calendar days of the occurrence of the first such Initial Rating Event. If any of sub-paragraphs (i)(B) or (i)(C) above are is satisfied at any time, Party A will not be required to transfer any additional credit support in respect of such Initial Rating Event. If . (ii) If, (1) the short-term counterparty risk assessment or the long-term counterparty risk assessment, in each case, of Party A or any transferee Credit Support Provider of Party A’s , as applicable, ceases to be at least as high as “P-2(cr)” or “A3(cr)” by ▇▇▇▇▇’▇, (2) the Fitch ST Rating or the ▇▇▇▇▇ ▇▇ Rating of Party A or any Credit Support Provider of Party A, as applicable, ceases to be at least as high as, respectively, “F3” or “BBB-” by Fitch, or (3) the short-term, unsecured, unsubordinated and unguaranteed debt obligations or the long-term, unsecured, unsubordinated and unguaranteed debt obligations of Party A or any Credit Support Provider in respect of Party A, as applicable, cease to be rated at least as high as, respectively, “R-2(middle)” or “BBB” by DBRS (each such rating, a “Subsequent Rating” and each such event, a “Subsequent Rating Event”, provided that, for greater certainty, in respect of each of (1), (2) and (3), if Party A or any Credit Support Provider of Party A, as applicable, has one of such ratings from ▇▇▇▇▇’▇, ▇▇▇▇▇ or DBRS, respectively, a Subsequent Rating Event will not occur with respect to Party A), then Party A will: (A) immediately and in any event no later than (x) 30 Montreal Business Days, in the case of the occurrence of a Subsequent Rating Event caused by a downgrade by ▇▇▇▇▇’▇, (y) 30 calendar days, in the case of the occurrence of a Subsequent Rating Event caused by a downgrade by DBRS or (z) 60 calendar days, in the case of the occurrence of a Subsequent Rating Event caused by a downgrade by Fitch, in each case, at its own cost and expense, (i) transfer all of its rights and obligations under with respect to this Agreement to a replacement third party that satisfies the Minimum Ratings requirement of all Rating Agencies, subject to satisfaction of the Rating Agency Condition, and that is satisfactory to the Bond Trustee, or (ii) obtain an Eligible Guarantee of its rights and obligations with respect to this Agreement from a third party that satisfies the Minimum Ratings requirement of all Rating Agencies, subject to satisfaction of the Rating Agency Condition, and that is satisfactory to the Bond Trustee; and (B) transfer credit support pursuant to the Credit Support Annex in no event later than 14 calendar days following the occurrence of a Subsequent Rating Event and until such time as the action set out in sub-paragraph (i)(Bii)(A) or any guarantor of Party A’s rights and obligations under above has been taken. If the action set out in sub-paragraph (i)(Cii)(A) does above is taken at any time following a Subsequent Rating Event, Party A will not have be required to transfer any additional credit support in respect of such Subsequent Rating Event. (A) Without prejudice to the Minimum Ratings, such transferee consequences of Party A breaching any provision of this Agreement (other than sub-paragraph (i) above) or guarantor shall failing to transfer credit support in accordance with under the provisions Credit Support Annex, if Party A does not take any of the ISDA measures described in sub-paragraph (i) above, such failure shall not be or give rise to an Event of Default but shall constitute an Additional Termination Event with respect to Party A with Party A as the sole Affected Party and all Transactions as Affected Transactions. (B) Without prejudice to the consequences of Party A breaching any provision of this Agreement (other than sub-paragraph (ii) above) or failing to transfer credit support under the Credit Support Annex Annex, if, at the time a Subsequent Rating Event occurs, Party A fails to comply with effect sub-paragraph (ii) above, such failure will not be or give rise to an Event of Default but will constitute an Additional Termination Event with Party A as the sole Affected Party and all Transactions as Affected Transactions. (C) If any of the Covered Bonds then outstanding have been assigned a rating by Moody’s, Party B were to designate an Early Termination Date and there would be a payment due to Party A, then Party B may only designate such an Early Termination Date in respect of an Additional Termination Event under this Part 5(h)(iii) if Party B has found a replacement counterparty willing to enter into a new transaction on terms that reflect as closely as reasonably possible, as determined by Party B in its sole and absolute discretion, the economic, legal and credit terms of the Terminated Transactions, and Party B has acquired the Bond Trustee’s prior written consent. The reasonable costs incurred by Party B arising directly from Party B finding or attempting to find such a replacement counterparty will be reimbursed by Party A. Each of Party B and the date Bond Trustee (at the expense of appointment Party A) shall use their reasonable endeavours to co-operate with Party A in connection with any of such transferee or guarantorthe measures which Party A may take under this Part 5(h) following the rating events described herein.