S-14

DESCRIPTION OF THE NOTES

The following description of the particular terms and provisions of the notes supplements and, to the extent inconsistent therewith, replaces, the description of the Debt Securities set forth in the accompanying base shelf prospectus under "Description of Debt Securities", to which reference is hereby made. Other capitalized terms used and not defined in this prospectus supplement have the meanings ascribed to them in the accompanying base shelf prospectus or in the Indenture (as defined herein).

The notes will be issued as a separate series of debt securities under a twelfth supplemental indenture to be dated as of the date of the issuance of the notes (the "Twelfth Supplemental Indenture") to the base indenture dated as of June 2, 2016 (the "Base Indenture") and, together with the Twelfth Supplemental Indenture, the "Indenture"), between BFI, the Company, as guarantor, and Computershare Trust Company of Canada, as trustee (the "Trustee"). For a description of the rights attaching to different series of Debt Securities under the Indenture, see "Description of Debt Securities" in the accompanying base shelf prospectus. The Indenture is subject to the provisions of the Business Corporations Act (Ontario). The following statements relating to the notes and the Indenture are summaries and should be read in conjunction with the statements under "Description of Debt Securities" in the accompanying base shelf prospectus. Such information does not purport to be complete and is qualified in its entirety by reference to all of the provisions of the notes and the Indenture, including the definition of certain terms therein. It is the Indenture, and not these statements, that govern the rights of holders of the notes.