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2008-029 Borrowing Upon Amortizing Debentures in the Principal Amount of $490,000 towards the Cost of Road ImprovementsThe Corporation of The Township of Oro-Medonte BY-LAW NUMBER 2008-29 A BY-LAW OF THE CORPORATION OF THE TOWNSHIP OF ORO-MEDONTE TO AUTHORIZE THE BORROWING UPON AMORTIZING DEBENTURES IN THE PRINCIPAL AMOUNT OF $490,000.00 TOWARDS THE COST OF THE ROAD IMPROVEMENTS WHEREAS the Municipal Act, 2Q0~, as amended {the "Act"} provides that a municipality may incur a debt for municipal purposes, whether by borrowing money or in any other way, and may issue debentures and prescribed financial instruments and enter prescribed financial agreements for or in relation to the debt; AND WHEREAS the Council of The Gorpoation of The Township of Oro- Medonte (the "Municipality") has passed each By-law enumerated in column (1 } of Schedule "A" attached hereto and forming part of this sy-law authorizing each project described in column {2) of Schedule "A", and authorizing the entering into of a Financing Agreement for the provision of temporary and long term borrowing from the Ontario Infrastructure Projects Corporation ("OIPC") in respect of each project (the "Financing Agreement") and the Municipality desires to issue debentures for each project in the respective amounts specified in column {5} of Schedule "A"; AND WHEREAS before authorizing each oroject the Municipality had its Treasurer update its most recent annual debt and financial obligation limit received from the Ministry of Municipal Affairs and Housing in accordance with the applicable regulation and, prior to authorizing each project, the Treasurer determined that the estimated annuat amount payable in respect of each project would not cause the Municipality to exceed the updated limit and that the approval of each project by the Ontario Municipal Board was nat required; AND WHEREAS the Municipality has submitted an application to OIPC for long term borrowing through the issue of debentures to OIPC in respect of each project (the "Application} and the Application has been approved; AND WHEREAS to provide long term financing far each project and to repay certain temporary advances in respect of each project made by 41PC pursuant to the Financing Agreement dated effective as of November 09, 2007 (the "Advances"}, it is now expedient to issue amortizing debentures in the principal amount of $490,000.00 dated April 01, 2008 and maturing on April 01, 2018 and payable in semi-annual instalments of combined (blended} principal and interest an the 1st day of October and on the 1st day of April in each of the years 2008 to 2018, bath inclusive on the terms hereinafter set forth; AND WHEREAS on July 17, 2006, legislation was proclaimed into force amalgamating the Ontario Strategic Infrastructure Financing Authority (OSIFA} and the 0307 tot t 5 Ontario Infrastructure Projects Corporation continued under the name the Ontario Infrastructure Projects Corporation {OIPC}. NOW THEREFORE THE COUNCIL OF THE CORPORATION OF THE TOWNSHIP OF ORO-MEDONTE ENACTS AS FO~E.OWS: 1. For each project, the borrowing upon the credit of the Municipality of the principal .sum of $490,000.00 and the issue of amortizing debentures therefore upon the credit of the Municipality to be repaid in semi-annual instalments of combined (blended} principal and interest as hereinafter set forth, are hereby authorized. 2. The Mayor and the Treasurer of the Municipality are hereby authorized to cause any number of amortizing debentures to be issued for such sums of money as may be required for each project 'rn definitive form, not exceeding in total the said sum of $490,000.00 {the "Debentures"}. The Debentures shall bear the Municipality's municipal seal and the signatures cal the Mayor and the Treasurer of the Municipality, all in accordance with the provisions of the Act. The municipal seal of the Municipality and the signatures referred to in this section may be printed, lithographed, engraved or otherwise mechanically reproduced. The Debentures are sufficiently signed if they bear the required signatures and each person signing has the authority to do so on the date he or she signs. 3. The Debentures shall be in fully registered form as one or more certificates in the aggregate principal amount of $490,000.00, in the name of OIPC, or as OIPC may otherwise direct, substantially in the form attached as Schedule "B" hereto and forming part of this By-law with provision for payment of principal and interest (other than in respect of the final payment of principal and outstanding interest on maturity upon presentation and surrender} by pre-authorized debit in respect of such principal and interest to the credit of such registered holder on such terms as to which the registered holder and the Municipality may agree. 4. In ,.accordance with the provisions of section 18 of the Ontario Infrastructure Projecfs Corporation Aet, 2046 as security for the payment by the Municipality of the indebtedness of the Municipality to OIPC under the Debentures (the "Obligations"), the Municipality is hereby authorized to agree in writing with OIPC that the Minister of Finance is entitled, without notice to the Municipality, to deduct from money appropriated by the Legislative Assembly of Ontario for payment to the Municipality, or from money appropriated by such Assembly far payment to the Municipality in respect of such matters as may be specified, amounts not exceeding the amounts that the Municipality fails to pay to OIPC on account of the Obligations and to pay such amounts to OIPC. 5. The Debentures shall all be dated the 1st day of April, 2008 and shall be issued within two years after the day on which this Bylaw is enacted, and as to both principal and interest shall be expressed and be payable in lawful money of Ganada. The Debentures shall bear interest at the rate of 4.38% and mature during a period of 10 years from the date thereof payable semi-annually in 0307 2 of 15 arrears as described in this section. The Debentures shall be paid in full by April 01, 2018 and payable in semi-annual instalments of combined (blended} principal and interest on the 1st day of October and on the 1st of April in each of the years 2008 to 2018, both inclusive, in such period shah be as set forth in Schedule "C" attached hereto and forming part of this By-law ("Schedule "C"). 6. Payments in respect of principal of and interest on the Debentures shalt be made . only on a day on which banking institutions in Toronto, t}ntario, are not authorized or obligated by law or executive order to be closed (a "Toronto Business Day"} and if any date for payment is not a Toronto Business Day, payment shall be made on the next following Toronto Business Day. 7. Interest shall be payable to the date of maturity of the Debentures and on default shall be payable on any overdue amounts both before and after default and judgment at a rate per annum equal to the greater of the rate specified on the Schedule as attached to and forming part of the Debentures for such amounts plus 200 basis points or Prime Rate (as defined below} plus 204 basis points, calculated an a daily basis from the date such amounts become overdue for so long as such amounts remain overdue and the Municipality shall pay to t'~e registered holders any and ail costs incurred by the registered holders as a result of the overdue payment. Any amounts payable by the Municipality as interest on overdue principal or interest and all costs incurred by the registered holders as a result of the overdue payment in respect of the Debentures shall be paid out of current revenue. Whenever it is necessary to compute any amount of interest in respect of the Debentures for a period of less than one full year, other than with respect to regular semi-annual interest payments, such interest shall be calculated on the basis a# the actual number of days in the period and a year of 365 or 366 days as appropriate. "Prime Rate" means, on any day, the annua! rate of interest which is the arithmetic mean of the prime rates announced from time to time by the five major Canadian Schedule 1 banks, as of the issue date of this Debenture, Royal Bank of Canada, Canadian Imperial Bank of Commerce, The Bank of Nova Scotia, Bank of Montreal and The Toronto-Dominion Bank (the "Reference Banks"} as their reference rates in effect on such day for Canadian dollar commercial loans made in Canada. If fewer than five of the Reference Banks quote a prime rate on such days, the "Prime Rate" shall be the arithmetic mean of the rates quoted by the remaining Reference Banks. 8. Each year in which a payment of an instalment of combined (blended} principal and interest becomes due, there shall be raised as part of the general levy the amounts of principal and interest payable in each year as set out in Schedule "C" to the extent that the amounts have not been provided far by any other available source including other taxes or fees or charges imposed on persons or property by a By-law of any municipality. 0307 3 of 15 9. The Debentures may contain any provision for their registration .thereof authorized by any statute relating to municipal debentures in force at the time of the issue thereof. 14. The Municipality shall maintain a registry in respect of the Debentures in which shall be recorded the names and the addresses of the registered holders and particulars of the Debentures held by them respectively and in which particulars of the cancellation, exchanges, substitutions and transfers of Debentures, may be recorded and the. Municipality is authorized to use electronic, magnetic or other media for records of or related to the Debentures or for copies of them. 11. The Municipality shall not be bound to see to the execution of any trust affecting the ownership of any Debenture or be affected by notice of any equity that may be subsisting in respect thereof. The Municipality shall deem and treat registered holders of Debentures as the absolute owners thereof for all purposes whatsoever notwithstanding any notice to the contrary and all payments to or to the order of registered holders shall be valid and effectual to discharge the liability of the Municipality on the Debentures to the extent of the sum or sums so paid. Where a Debenture is registered in more than one name, the principal of and interest from time to time payable on such Debenture shall be paid to or to the order of all the joint registered holders thereof, failing written instructions to the contrary from all such joint registered holders, and such payment shall constitute a valid discharge to the Municipality. In the case of the death of one or more joint registered holders, despite the foregoing provisions of this section, the principal of and interest an any Debentures registered in their names may be paid to the survivor or survivors of such holders and such payment shall constitute a valid discharge to the Municipality. 12. The Debentures will be transferable or exchangeable at the office of the Treasurer of the Municipality upon presentation for such purpose accompanied by an instrument of transfer ar exchange in a farm approved by the Municipality and which form is in accordance with the prevailing Canadian transfer legislation and practices, executed by the registered holder thereof or such holder's duly authorized attorney or legal personal representative, whereupon and upon registration of such transfer or exchange and cancellation of the Debenture or Debentures presented, the Mayor and the Treasurer shall issue and deliver a new Debenture or Debentures of an equal aggregate principal amoun# in any authorized denomination or denominations as directed by the transferee, in the case of a transfer or as directed by the registered holder in the case of an exchange. 13. The Mayor and the Treasurer shall issue and deliver new Debentures in exchange ar substitution far Debentures outstanding on the registry with the same maturity and of like form which have became last, stolen, mutilated, defaced or destroyed, provided that the applicant therefore shall have: {a} paid such costs as may have been incurred in connection therewith; {b} {in the case of a lost, stolen or destroyed Debenture) furnished the Municipality with such 0307 4 of 15 evidence (including evidence as to the certificate number of the Debenture in question) and indemnity in respect thereof satisfactory to the Municipality in its discretion; and (c} surrendered to the Municipality any mutilated or defaced Debentures in respect of which new Debentures are to be issued in substitution. 14. The Debentures issued upon any regis#ration of transfer or exchange or in substitution for any Debentures or part thereof shall carry all the rights to interest if any, accrued and unpaid which were carried by such Debentures or part thereof and shall be so dated and shall bear the same motor"fty date and, subject to the provisions of this By-law, shall be subject to the same terms and conditions as the Debentures in respect of which the transfer, exchange or substitution is effected. 15. The cost of all transfers and exchanges, including the printing of authorized denominations of the new Debentures, shall be borne by the Municipality. When any of the Debentures are surrendered for transfer or exchange the Treasurer of the Municipality shall: (a) in the case of an exchange, cancel and destroy the Debentures surrendered for exchange; {b) in the case of an exchange, certify the cancellation and destruction in the registry; and (c) enter in the registry particulars of the new Debenture or Debentures issued in exchange. 16. Reasonable fees for the substitution of a new Debenture ar new Debentures for any of the Debentures that are last, stolen, mutilated, defaced or destroyed and for the replacement of lost, stolen, mutilated, defaced ar destroyed principal and interest cheques may be imposed by the Municipality. Where new Debentures .are issued in substitutian in these circumstances the Municipality shall: (a) treat as cancelled and destroyed the Debentures in respect of which new Debentures will be issued in substitution; (b} certify the deemed cancellation and destruction in the registry; (c) enter in the registry particulars of the new Debentures issued in substitutian; and (d) make a notation of any indemnities provided. 17. Except as otherwise expressly provided herein, any notice required to be given to a registered holder of one or more of the Debentures will be sufficiently given if a copy of such notice is mailed or otherwise delivered to the registered address of such registered holder. 18. The Mayor ancf the Treasurer are hereby authorized to cause the Debentures to be issued, the Clerk and Treasurer are individually hereby authorized to generally da all things and to execute all documents and other papers in the name of the Municipality in order to carry out the issue of the Debentures and the Treasurer is authorized to affix the Municipality's municipal seal to any of such documents and papers. 19. The proceeds .realized in respect of the Debentures, after providing far the expenses related to their issue, if any, shall be apportioned and applied to each project and for no other purpose except as permitted by the Act. p3p~ 5 of 15 24. Subject to the Municipality's investment policies and goals, the. applicable legislation and the terms and conditions of the Debentures, the Municipality may, if not in default under the Debentures, at any time purchase any of the Debentures in the open market or by tender or by private contract at any price and on such terms and conditions (including, withou# limitation, the manner by which any tender offer may be communicated or accepted and the persons to whom it may be addressed} as the Municipality may in its discretion determine. 21. This By-law takes effect on the day of passing. By-law read a first and second time this 12th day of March, 2408 By-law read a third time and finally passed this 12th day of March, 2448,p, s-j ~ ~ j ~ `r Ha , Hughes, M~ r ~~ ;l Doug Irwin, Clerk 0307 6 of 15 THE CORPtO~iAT14N OF THE TCIWNSHIP OF t)RQ-MEDC}NTE Schedule "A" to Bylaw Number 20118-29 Approved Project Amount to be Financed Amount of Debentures Amount of Term of B -law y Description Through the Previously Debentures Years of Issue of Issued to be Issued Debentures Debentures 200?-114 road improvements $500,000.00 $0.00 $490,000,00 i o 03Q7 7of15 THE CORPORATION OF THE TOWNSHIP OF ORO-MEDONTE Schedule "B" to By-law Number 2008-29 No. 2008-29 $490,000.00 CANADA Province of Ontario THE CORPORATION OF THE TOOWNSHIP OF ORO-MEDONTE FULLY REGISTERED 4.38% AMORTIZING DEBENTURE THE CORPORATION OF THE TOWNSHIP OF ORO-MEDONTE, for value receiued, hereby promises to pay to ONTARIO INFRASTRUCTURE PROJECTS CORPORATION {"OIPC"} or registered assigns, subject to the Conditions attached hereto which form part hereof (the "Conditions"}, upon presentation and surrender of this debenture by the maturity date of this debenture {April 01, 2018), the principal sum of FOUR (1UNDRED NINETY THOUSAND DOLLARS by semi-annual instalments of combined (blended} principal and interest on the 1st day of October and on the 1st day of April in each of the years 2008 to 2018, both inclusive, in the amounts set forth in the attached Amortizing Schedule {the "Schedule"} and subject to late payment interest charges pursuant to the Conditions, in lawful money of Canada. Interest shall be paid until the maturity date of this debenture, in like money in semi-annual payments from the 1st day of April, 2008, or from the last date on which interest has been paid on this debenture, whichever is later, at the. rate of 4.38% per annum, in arrears, on the specified dates, as set forth in the Schedule, in the manner provided in the Conditions. Interest shall be paid on default at the applicable rate set out in the Conditions both before and after default and judgment. The applicable rate of interest, the payments of principal and interest and the principal balance outstanding in each year are shown in the Schedule. The Municipality, pursuant to section 18 of the Qntario lrtfrasfructure Projects Corporation Act, 2006, (the "OIPC Act, 2006"} hereby irrevocably agrees that the Minister of Finance is entitled, without notice to the Municipality, to deduct from money appropriated by the Legislative Assembly of Ontario for payment to the Municipality, or frarn money appropriated by such Assembly for payment to the Municipality in respect of such matters as may be specified, amounts not exceeding any amounts that the Municipality fails to pay to OIPC on account of the indebtedness evidenced by this debenture, and to pay such amounts to O1PC. 0307 8 of 15 This debenture is subject to the Conditions. DATED at The Township of Ora-Medonte the 1st day of April, 2008 IN TESTIM(3NY WHEREQF and under the authority of By-law Number 2008-29 of the Municipality duly passed ors the 12th day of March, 2008 (the "By-lave'), this debenture is sealed with the municipal sea! of the Municipality and signed by the Mayor and by the Treasurer thereof. Date of G. April 01, 2008 (Seal) j ~~~:~ _ ,L~.~.-~- ~~ ~~,____--,. Harry Hughes, Paul Gravelle, Treasurer QIPC hereby agrees that the Minister of Finance is entitled to exercise certain rights of deduction pursuant to section 18 of the tOtPC Act, 2006 as described in this debenture. Ontario Infrastructure Projects Corporation by: Authorized Signing Officer LEGAL OPINI©N We have examined By-law Number 2008-29 (the "By-law") of The Corporation of The Township of Oro-Medonte (the "Municipality"} authorizing the issue of amortizing debentures in the principal amount of $490,000.00 dated Apri{ 01, 2008 and maturing on April 01, 2018 and payable in semi-annual instalments of combined (blended) principal and interest an the 1st day of October and on the 1st day of April in each of the years 200$ to 2018, both inclusive. In our opinion, the By-law has been properly passed and is within the legal powers of the Municipality. The debenture issued under the By-law in the within form (the "Debenture"} is the direct, unsecured and unsubordinated obligation of the Municipality. However, the Municipality has agreed that the Minister of Finance has the right to arrange for payment of QIPC from funds otherwise payable by the Minister of Finance to the Municipality under Section 18 of the Ontario Infrastructure Projects Corporation Act, (2006), The Debenture is 007 9 of S 5 enforceable against the Municipality subject to the special jurisdiction and powers of the Ontario Municipal Board over defaulting municipalities under the Municipal Affairs Act. This opinion is subject to and incorporates al! the assumptions, qualifications and limitations set out in our opinion letter. April 01, 2008 Aird ~ Berlis ALP 4307 10 of 15 r;QNDITI(?NS OF THE DEBENTURE Form, Denomination, and Ranking of the Debenture 1. The debentures issued pursuant to the By-law (coliectiveiy the "Debentures" and individually a "Debenture"} are issuable as fully registered Debentures without coupons. 2. The Debentures are direct, unsecured and unsubordinated obligations of the Municipality. The Debentures rank concurrently and equally in respect of payment of principal and interest with all other debentures of the Municipality except for the availability of money in a sinking or retirement fund for a particular issue of debentures. 3. This Debenture is one fully registered Debenture registered in the name of Q(PG and held by OIPC. Rectistration 4. The Municipality shall maintain at its designated office a registry in respect of the Debentures in which shall be recorded the names and the addresses of the registered holders and particulars of the Debentures held by them respectively and in which particulars of the cancellation, exchanges, substitutions and transfers of Debentures, may be recorded and the Municipality is authorized to use electronic, magnetic or other media for records of or related to the Debentures or for copies of them. Title 5. The Municipality shall not be bound to see to the execution of any trust affecting the ownership of any Debenture ar be affected by notice of any equity that may be subsisting in respect thereof. The Municipality shall deem and treat registered holders of Debentur~;s, including this Debenture, as the absolute owners thereof for all purposes whatsoever notwithstanding any notice to the contrary and all payments to or to the order of registered holders shat{ be valid and effectual to discharge the liability of the Municipality on the Debentures to the extent of the sum or sums so paid. Where a Debenture is registered in more than one name, the principal of and interest from time to time payable on such Debenture shall be paid to or to the order of all the joint registered holders thereof, failing written instructions to the contrary from all such joint registered holders, and such payment shall constitute a valid discharge to the Municipality. In the case of the death of one or more joint registered holders, despite the foregoing provisions of this section, the principal of and interest on any Debentures registered in their names may be paid to 0307 11 of 15 the survivor or survivors of such holders and such payment shall constitute a valid discharge to the Municipality. Payments of Principal anti Interest 6. The record date far purposes of payment of principal of and 'interest on the Debentures is as of 0:00 p.m. on the sixteen#h calendar day preceding any Payment Date including the maturity date. Principal of and interest on the Debentures are payable by the Municipality to the persons registered as holders in the registry on the relevant record date. The Municipality shall not be required to register any transfer, exchange or substitution of Debentures during the period from any record date to the corresponding Payment Date. 7. The Municipality shall make all payments in respect of semi-annual instalments of combined (blended} principal and interest on the Debentures on each Payment Date commencing o~ October 01, 2008 (other than in respect of the final payment of principal and out;~tanding interest on the final maturity date upon presentation and surrender of this Debenture}, by pre-authorized debit 'rn respect of such interest and principal to the credit of the registered holder on such terms as the Municipality and the registered holder may agree. 8. The Municipality shall pay to the registered holder interest on any overdue amount of principal or interest in respect of any Debenture, both before and after default and judgment, at a rate per annum equal to the greater of the rate specified on the Schedule as attached to and farming part of the Debenture for such amount plus 200 basis points or Prime Rate (as defined below} plus 200 basis points, calculated on a daily basis from the date such amount becomes overdue for so long as such amount remains overdue and the Municipality shall pay to the registered holder any and all casts incurred by the registered holder as a result of the overdue payment. 9. Whenever it is necessary to compute any amount of interest in respect of the Debentures for a period of less than one full year, other than with respect to regular semi-annual interest payments, such interest shall be calculated on the basis of the actual number of days in the period and a year of 365 days. 10. Payments in respect of principal of and interest on the Debentures shall be made only on a day on which banking institutions in Toronto, Ontario, are not authorized or obligated by law or executive order to be closed (a "Toronto Business Day"), and if any date for payment is not a Toronto Business Day, payment shat! be made on the next fallowing Toronto Business Day as noted on the Schedule. 11. The Debentures are transferable or exchangeable at the office of the Treasurer of the Municipality upon presentation for such purpose accompanied by an instrument of transfer or exchange in a form approved by the Municipality and which farm is in accordance with the prevailing Canadian transfer legislation and practices, executed by the registered holder thereof or such holder's duly authorized attorney or legal personal representative, whereupon and upon registration of such transfer 0307 12 of 15 ~tinuo or exchange and cancellation of the Debenture or Debentures presented, a new Debenture or Debentures of an equal aggregate principal amount in any authorized denomination or denominations will be delivered as directed by the transferee, in the case of a transfer or as directed by the registered holder in the case of an exchange. 12. The Municipality shall issue and deliver new Debentures in exchange or substitution for Debentures outstanding on the registry with the same maturity and of like form which have became lost, stolen, mutilated, defaced or destroyed, provided that the applicant therefore shall have: (a) paid such costs as may have been incurred in connection therewith; (b} (in the case of a lost, stolen or destroyed Debenture} furnished the Municipality with such evidence (including evidence as to the certificate number of the Debenture in question} and indemnity in respect thereof satisfactory to the Municipality in its discretion; and (c} surrendered to the Municipality any mutilated or defaced Debentures in respect of which new Debentures are to be issued in substitution. 13. The Debentures issued upon any registration of transfer or exchange or in substitution for any Debentures or part thereof shat! carry al( the rights to interest if any, accrued and unpaid which were carried by such Debentures or part thereof and shall be so dated and shall bear the same maturity date and, subject to the provisions of the By-law, shall be subject to the same terms and conditions as the Debentures in respect of which the transfer, exchange or substitution is effected. 14. The cost of all transfers and exchanges, including the printing of authorized denominations of the new Debentures, shall be borne by the Municipality. When any of the Debentures are surrendered for transferor exchange the Treasurer of the Municipality shall: (a} in the case of an exchange, cancel and destroy the Debentures surrendered for exchange; (b) in the case of an exchange, certify the cancellation and destruction in the registry; and (c) enter in the registry particulars of the new Debenture or Debentures issued in exchange. 15. Reasonable fees far the substitution of a new Debenture or new Debentures for any of the Debentures that are lost, stolen, mutilated, defaced or destroyed and for the replacement of lost, stolen, mutilated, defaced or destroyed principal and interest cheques may be imposed by the Municipality. Where new Debentures are issued in substitution in these circumstances the Municipality shall: (a} treat as cancelled and destroyed the Debentures in respect of which new Debentures will be issued in substitution; {b} certify the deemed cancellation and destruction in the registry; (c} enter in the registry particulars of the new Debentures issued in substitution; and (d} make a notation of any indemnities provided. Notices 16. Except as otherwise expressly provided herein, any notice required to be given to a registered holder of one or more of the Debentures will be sufficiently given if a copy 0307 i 3 of 15 of such notice is mailed or otherwise delivered to the registered address of such registered holder. If the Municipality or any registered holder is required to give any notice in connection with the Debentures on or before any day and that day is not a Toronto Business Day (as defined in section 1 Q of these Conditions} then such notice may be given on the next following Toronto Business Day. Tlme 17. Unless otherwise expressly provided herein, any reference herein to a time shall be considered to be a reference to Toronto time. Governing Law 18. The Debentures are governed by and shall be construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario. Definitions: (a) "Prime Rate" means, on any day, the annual rate of interest which is the arithmetic mean of the prime rates announced from time to time by the five major Canadian Schedule 1 banks, as of the issue date of this Debenture, Royal Bank of Canada, Canadian Imperial Bank of Commerce, The Bank of Nova Scotia, Bank of Montreal and The Toronto-Dominion Bank (the "Reference Banks"} as their reference rates in effect on such day for Canadian dollar commercial loans made in Canada. If fewer than five of the Reference Banks quote a prime rate an such days, the "Prime Rate" shall be the arithmetic mean of the rates quoted by the remaining Reference Banks. 030'7 14 of 15 THE CORPORATION OF THE TOWNSHIP OF ORO-MEDONTE Schedule "C" to By-law Number 2008-29 Atntsrtizinp Debentures Schedule a'9M~~ ti6rty Tdt TtrwWiKt d Ora~YeAarie f~hfrYliai luoaN S~tlO,tI06A0 hriti0il Itdirrt/t IS~f 4.J6% La.t 7ata {Ytaltj 10 I7~Lat4/~ ~ nN+lyyyy~} 4t15fOQ6 M1olShtY t7~r {me-'Yl'YYI 1!tlTOttt ~~ FAY 34nM Mtul/ t..aen Type tO5t52046 53Q.S14.05 _ _. #19,788 A4 f 10,731 U0 3474,71 f.9S 45157fD9 . .. 33tL3f9.1)6 .. .. ., 374:7TtA1 . .. ., itO~Ylb1 .... . 3449.981454 '. . 1D11r2fY}9 S3D.5f 9116 520.66x 2b 59.854.79 Sx~,J2G 28 451/201ei 33457QD6 321,14fiDp . itiA0275. ., 10fiRD1D 53x,51305 521,57425 58.439.79 . 5.3Afi.63D~... 451/741 i 33Q579D6 ... 372o5fe5 ~; _.. ' ... m.467.7f} 33Ed,556.37 . 10'3Rt111 5345540.5 52253478. ~ 57,49477 13x2.DS3.54 4fX1STf 2 33q,51i7,06 >iT3.?ffiJD ~ . p,490,76 .. 3319ATii,79 10'1/2911 S30.5t9A6 S21,S3262 56,985.43 5T95A8267 _. 451x1413 [145S9.B6 3x1,04796 .. . .. .. 36:171.07 . i7'71,134E4 . . 1051!2013 534519.06 S2A.574.63 55.914.52 5246,856.D6 . . anr~u s~u.slQaa szatlut ........ u~ae . izzt.7a2:c 10x1 /2D 14 5.7x.559.65 525,652.74 5.85525 St96,0d1 q6 4ryR4i5 i3D.51YUb 33L724DD 5494-~i 5759$44.66 ; 10'1511715 S34Sf9.66 526,794.17 53.719.93 . 57x3,06651 65tI7II16 t]R619~6 Tt1.1ffiII2 33,133.43 3115,(17422 1053121716 530,519 OS TZ'i,48578 . 52.53377 _ . 587,64874 473/7417 33451906 .. ~7D.936.b7 .. 67,92n36 599.0'-0.0'7 ". 16R71L717 53451305 529,22A98 51,291177 129,fA6549 4fXd11L 3345721/ f7!4.a6dIl9 5664.03 5000 ro5111 ulo.setae ses6.uoo.ao ttio.~et.as 4307 15 of 15 Copy oi: Page 9 of 15 with respect to OIPC Execution ~.,~ ~~ Date of R gistration: April 01, 2008 ~'' ~ -~~ {seal) Harry Hughes, Mayor Paul Graveile, Treasurer OIPC hereby agrees that the Minister of Finance is entitled to exercise certain rights of deduction pursuant to section 1$ of the QIPC Act, 200fi as described in this debenture....., ~,---y rporation LEGAL OPINION We have examined By-law Number 2008-29 (the "By-law") of The Corporation of The Township of Oro-Medonte {the "Municipality") authorizing the issue of amortizing debentures in the principal amount of $490,000.00 dated April 01, 2008 -and maturing on April 01, 2018 and payable in semi-annual instalments of combined (blended) principal and interest on the 1st day of October and on the 1st day of April in each of the years 2008 to 2018, both inclusive. In our opinion, the By-law has been properly passed and is within the legal powers of the Municipality. The debenture issued under the By-law in the within form (the "Debenture") is the direct, unsecured and unsubordinated obligation of the Municipality. However, the Municipaity has agreed that the Minister of Finance has the right to arrange for payment of OIPC from funds otherwise payable by the-Minister of Finance to the Municipality under Section 18 of the Ontario Infrastructure Porjects Corporation Act, (2006). The Debenture is enforceable against the Municipality subject to the special jurisdiction and powers of the Ontario Municipal Board over defaulting municipali#ies under the Municipal Affairs Act This opinion is subject to and incorporates all the assumptions, qualifications and limitations set out in our opinion letter. Apri101, 2008 Aird & Berlis LLP 0307 2 of 2