Exhibit 4.13

         

        STANDBY BANK ACCOUNT AGREEMENT

         

         

         

         

        SCOTIABANK
        COVERED BOND GUARANTOR LIMITED PARTNERSHIP,

        as Guarantor

         

        - and -

         

        THE BANK OF NOVA SCOTIA,

        as Cash Manager
        and Issuer

         

        - and -

         

        CANADIAN
        IMPERIAL BANK OF COMMERCE,

        as Standby Account Bank and Standby GDA Provider

         

        - and -

         

        COMPUTERSHARE
        TRUST COMPANY OF CANADA,

        as Bond Trustee

         




         

         

        DATED
AS OF JULY 19, 2013

         







    	 



    	 



    


contents




	ARTICLE 1 DEFINITIONS AND INTERPRETATION	2
	1.1	Definitions	2
	1.2	Interpretation	6
	 	 	 
	ARTICLE 2 STANDBY TRANSACTION ACCOUNT AND STANDBY GDA ACCOUNT	7
	2.1	Instructions from the Cash Manager	7
	2.2	Timing of Payment	7
	2.3	Standby Account Bank and Standby GDA Provider Charges	8
	2.4	No Negative Balance	8
	 	 	 
	ARTICLE 3 OPENING OF ACCOUNTS AND MANDATES	8
	3.1	Opening of Standby Transaction Account and Standby GDA Account, Signing and Delivery of Mandates	8
	3.2	Amendment or Revocation	9
	 	 	 
	ARTICLE 4 ACKNOWLEDGEMENT BY THE STANDBY ACCOUNT BANK	9
	4.1	Restriction on Standby Account Bank’s Rights	9
	4.2	Monthly Statement	10
	 	 	 
	ARTICLE 5 INDEMNITY AND GUARANTOR ACCELERATION NOTICE	10
	5.1	Standby Account Bank to Comply with Cash Manager’s Instructions	10
	5.2	Guarantor’s Indemnity	10
	5.3	Consequences of a Guarantor Acceleration Notice	11
	 	 	 
	ARTICLE 6 CHANGE OF BOND TRUSTEE OR STANDBY ACCOUNT BANK	11
	6.1	Change of Bond Trustee	11
	6.2	Limitation of Liability of Bond Trustee	11
	6.3	Change of Standby Account Bank	12
	 	 	 
	ARTICLE 7 TERMINATION	12
	7.1	Termination Events	12
	7.2	Notification of Termination Event	14
	7.3	Automatic Termination	14
	7.4	Termination by Standby Account Bank	14
	7.5	Notice of Termination/Resignation to CMHC	15
	7.6	Replacement of Standby Account Bank Under Certain Circumstances	15
	 	 	 
	ARTICLE 8 REPRESENTATIONS AND WARRANTIES; COVENANT	16
	8.1	Standby Account Bank Representations, Warranties and Covenants	16
	8.2	Notification and Survival	17
	 	 	 
	




    	 



    	- ii -



    


	ARTICLE 9 NON-PETITION	17
	9.1	Non-Petition	17
	 	 	 
	ARTICLE 10 FURTHER ASSURANCES	17
	10.1	Further Assurances	17
	 	 	 
	ARTICLE 11 CONFIDENTIALITY	18
	11.1	Confidentiality	18
	 	 	 
	ARTICLE 12 NOTICES	18
	12.1	Notices	18
	 	 	 
	ARTICLE 13 INTEREST	19
	13.1	Interest Payments on Standby Transaction Account	19
	13.2	Interest Payments on Standby GDA Account	19
	 	 	 
	ARTICLE 14 PAYMENTS AND WITHHOLDING	19
	14.1	Payments and Withholding	19
	 	 	 
	ARTICLE 15 ENTIRE AGREEMENT	20
	15.1	Entire Agreement	20
	 	 	 
	ARTICLE 16 ASSIGNMENT	20
	16.1	Assignment	20
	16.2	Assignment to Bond Trustee	20
	 	 	 
	ARTICLE 17 LIMITATION OF LIABILITY	20
	17.1	Limitation of Liability	21
	 	 	 
	ARTICLE 18 AMENDMENTS, MODIFICATION, VARIATION OR WAIVER	21
	18.1	Amendments, Modification, Variation or Waiver	21
	 	 	 
	ARTICLE 19 EXCLUSION OF THIRD PARTY RIGHTS	22
	19.1	Exclusion of Third Party Rights	22
	 	 	 
	ARTICLE 20 SCOPE OF DUTY	22
	20.1	Scope of Duty	22
	 	 	 
	ARTICLE 21 WAIVER OF FORMALITIES	22
	21.1	Waiver of Formalities	22
	 	 	 
	ARTICLE 22 COUNTERPARTS	23
	




    	 



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	22.1	Counterparts	23
	 	 	 
	ARTICLE 23 GOVERNING LAW	23
	23.1	Governing Law	23
	23.2	Submission to Jurisdiction	23
	 	 	 
	SCHEDULE 1	1











    	 



    	 



    


THIS STANDBY BANK
ACCOUNT AGREEMENT is made as of July 19, 2013


 


bETWEEN:


 


		(1)	SCOTIABANK COVERED BOND GUARANTOR LIMITED PARTNERSHIP, a limited
partnership formed under the laws of the Province of Ontario, whose registered office is at 100 King Street West, Suite 6100, 1
First Canadian Place, Toronto, Ontario, M5X 1B8, by its managing general partner, Scotiabank
Covered Bond GP Inc. (in its capacity as the Guarantor);



		(2)	THE BANK OF NOVA SCOTIA, a bank named in Schedule I
to the Bank Act, whose executive office is at Scotia Plaza, 44 King Street West, Toronto, Ontario, M5H 1H1, in its capacity as
Cash Manager (hereinafter the “Cash Manager”) and as Issuer (hereinafter the “Issuer”); 



		(3)	CANADIAN IMPERIAL BANK OF COMMERCE,
a bank named in Schedule I to the Bank Act, whose executive office is at Commerce Court, 199
Bay Street, Toronto, Ontario, M5L 1A2, as Standby Account Bank (hereinafter the “Standby Account Bank”)
and as Standby GDA Provider (hereinafter the “Standby GDA Provider”); and



		(4)	COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company incorporated
under the laws of Canada, whose registered office is at 100 University Avenue, 11th Floor,  Toronto, Ontario,
M5J 2Y1, in its capacity as Bond Trustee.



WHEREAS:


		(A)	As part of the transactions contemplated in the Bank’s registered covered bond program (hereinafter
the “Program”), the Cash Manager has agreed, pursuant to the cash management agreement dated as of the date
hereof (as amended and/or supplemented and/or restated from time to time) (hereinafter the “Cash Management Agreement”)
by and among the Cash Manager, the Guarantor and the Bond Trustee to provide cash management services in connection with the business
of the Guarantor.



		(B)	The Standby Account Bank has agreed following service of a Standby Account Bank Notice by the Guarantor
(or the Cash Manager on its behalf) that the Standby Account Bank will open and maintain the Standby Transaction Account and the
Standby GDA Account as interest bearing accounts in the name of the Guarantor in accordance with the terms of this Agreement.



		(C)	Following service of a Standby Account Bank Notice by the Guarantor (or the Cash Manager on its
behalf) the Standby GDA Provider has agreed pursuant to the terms of the Standby GDA Agreement to pay interest on the funds standing
to the credit of the Guarantor in the Standby GDA Account at specified rates determined in accordance with and pursuant to the
terms of the Standby GDA Agreement.





    	 



    	- 2 -



    


NOW THEREFORE, IT IS HEREBY AGREED
that in consideration of the mutual covenants and agreements herein set forth, the parties agree as follows:


Article 1

Definitions and Interpretation


		1.1	Definitions



The following terms when used in this
Agreement will have the following meanings and terms used in this Agreement and defined in the recitals hereto will have the meanings
given to such terms in such recitals:


“Bank Act” means
the Bank Act (Canada);


 


“Bond Trustee”
means Computershare Trust Company of Canada, in its capacity as bond trustee under the Trust Deed or as trustee under the Security
Agreement, together with any successor or additional bond trustee or trustee appointed from time to time thereunder;


 


“Business Day”
means a day (other than a Saturday or Sunday) on which commercial banks are open for general business (including dealings in foreign
exchange and foreign currency deposits) in Toronto;


 


“Calculation Date”
means the third Business Day prior to each Guarantor Payment Date;


 


“CMHC” means
Canada Mortgage Housing Corporation and its successors;


“CMHC Guide”
means the Canadian Registered Covered Bond Programs Guide issued by CMHC on June 12, 2013, as the same may be supplemented,
amended or replaced by CMHC from time to time;


“Covered Bond”
means each covered bond issued or to be issued pursuant to the Program and which is or is to be constituted under the
Trust Deed; 


“Covered Bond Legislative
Framework” means the legislative framework established by Part I.1 of the National Housing Act (Canada);


“DBRS” means
DBRS Limited and its successors;


“Financial Instruments”
means cheques, bills of exchange or other similar instruments, whether negotiable or non-negotiable;




    	 



    	- 3 -



    

 


“Fitch” means
Fitch Ratings Ltd. and its successors;


 


“GDA Provider”
means The Bank of Nova Scotia in its capacity as GDA provider under the Guaranteed Deposit Account Contract or any successor or
additional GDA provider appointed from time to time thereunder;


 


“Governmental Authority”
means the government of Canada or any other nation, or of any political subdivision thereof, whether provincial, territorial, state,
municipal or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, including
any supra-national bodies, the Superintendent or other comparable authority or agency;


 


“Guaranteed Deposit Account
Contract” means the guaranteed deposit account contract between the Guarantor, the GDA Provider, the Account Bank, the
Bond Trustee and the Cash Manager dated the Program Date (as amended and/or supplemented and/or restated from time to time);


 


“Guarantor Acceleration
Notice” means a notice in writing from the Bond Trustee to the Bank, as issuer, and the Guarantor, that each Covered
Bond of each Series is immediately due and repayable and that all amounts payable by the Guarantor in respect of its guarantee
will thereupon immediately become due and payable;


 


“Guarantor Accounts”
means the Standby GDA Account and the Standby Transaction Account and such other accounts as may be held by the Standby Account
Bank for the Guarantor;


 


“Guarantor
Agreement” means the limited partnership agreement in respect of the Guarantor entered into on the Program Date by
and among Scotiabank Covered Bond GP Inc.,  8429057 Canada Inc., the Bond Trustee and The Bank of Nova Scotia, as Limited
Partner and any other parties who accede thereto in accordance with its terms (as amended and/or restated and/or supplemented
from time to time);


 


“Guarantor Payment Date”
means the 17th day of each month or if not a Business Day the next following Business Day;


 


“Mandate” or “Mandates”
means the Standby Transaction Account Mandate and/or the Standby GDA Account Mandate and/or the mandates relating to any other
Guarantor Accounts with the Standby Account Bank, as the case may be;


 


“Material Adverse Event”
means an effect that is materially adverse to the ability of the Standby GDA Provider to perform its obligations under this Agreement
or the Standby Bank Account Agreement;


 


“Moody’s”
means Moody’s Investors Service, Inc. and its successors;




    	 



    	- 4 -



    

 


“Persons” includes
individuals, corporations, limited and unlimited liability companies, general and limited partnerships, associations, trusts, unincorporated
organisations, joint ventures and Governmental Authorities;


 


“Priorities of Payments”
means the orders of priority for the allocation and distribution of amounts standing to the credit of the Guarantor in the Guarantor
Accounts opened and operated in connection with the Program in different circumstances and “Priority of Payments”
means any one of the foregoing;


 


“Program” means
the U.S.$15,000,000,000 registered covered bond program established by the Issuer on the
Program Date which may be increased by the Issuer and the Guarantor in accordance with the terms of the Program Agreement and applicable
regulatory requirements;


 


“Program
Date” means on or about  July 19, 2013; 


 


“Rating Agencies”
means Fitch, Moody’s and DBRS and each, a “Rating Agency”, and any other internationally recognised rating
agency that may rate the Covered Bonds from time to time;


“Rating Agency Condition”
means a confirmation in writing by the Rating Agencies that the then current ratings of all series of Covered Bonds then outstanding
will not be downgraded or withdrawn as a result of the relevant event or matter;


“Secured Creditors”
means, inter alios, the Bond Trustee (in its own capacity and on behalf of the holders of the Covered Bonds), the holders
of the Covered Bonds, the Standby Account Bank, the Standby GDA Provider, the Bank and any other person which becomes a secured
creditor from time to time pursuant to the terms of the Security Agreement;


 


“Security
Agreement” means the general security agreement dated as of July 19, 2013
by and among, inter alios, the Guarantor and the Bond Trustee for itself and the benefit of secured creditors of the Guarantor
(as amended and/or supplemented and/or restated from time to time);


 


“Standby Account Bank Notice”
means a written notice from the Guarantor (or the Cash Manager on its behalf) to the Standby Account Bank stating that the
appointment of the Standby Account Bank under the Standby Bank Account Agreement is to become operative and that the Standby GDA
Account and the Standby Transaction Account (if indicated in such notice) are to be opened and held with the Standby Account Bank
in the name of the Guarantor;




    	 



    	- 5 -



    

“Standby Account Bank
Required Ratings” means the threshold ratings of (i) P-1 with respect to the short-term unsecured, unsubordinated
and unguaranteed debt obligations of the Standby Account Bank by Moody’s, (ii) F1 with respect to the short-term issuer default
rating of the Standby Account Bank by Fitch, (iii) A with respect to long-term issuer default rating of the Standby Account Bank
by Fitch; and (iv) either (A) R-1 (middle) with respect to the short-term unsecured, unsubordinated and unguaranteed debt obligations
of the Standby Account Bank by DBRS, or (B) A (low) with respect to the long-term unsecured, unsubordinated and unguaranteed debt
obligations of the Standby Account Bank by DBRS;


“Standby GDA Account”
means the account in the name of the Guarantor held with the Standby Account Bank and maintained subject to the terms of this Agreement,
the Standby Guaranteed Deposit Account Contract and the Security Agreement or such additional or replacement account as may be
in place from time to time;


 


“Standby GDA Account Mandate”
means the bank account mandate between the Guarantor and the Standby Account Bank relating to the operation of the Standby GDA
Account;


 


“Standby
GDA Agreement” or “Standby Guaranteed Deposit Account Agreement” means the standby guaranteed
deposit account contract dated as of July 19, 2013
by and among the Standby GDA Provider, the Cash Manager, the Guarantor and the Bond Trustee (as amended and/or supplemented
and/or restated from time to time);


 


“Standby Transaction Account”
means the account in the name of the Guarantor held with the Standby Account Bank and maintained subject to the terms of this Agreement
and the Security Agreement or such additional or replacement account as may be in place from time to time;


“Standby
Transaction Account Mandate” means the bank account mandate between the Guarantor and the Standby Account Bank relating
to the operation of the Standby Transaction Account; 
 
 “Superintendent”
means the Superintendent of Financial Institutions appointed pursuant to the Office of the Superintendent of Financial Institutions
Act (Canada);
 
 “Transaction Documents” means the agreements and
documents relating to the Program that are available for inspection during normal business hours on any Business Day at the executive
office of the Issuer set out in the recitals; and
 
 “Trust Deed” means
the trust deed dated as of July 19, 2013 between the Issuer, the Guarantor and the Bond Trustee (as amended and/or supplemented
and/or restated from time to time). 




    	 



    	- 6 -



    

		1.2	Interpretation



In this Agreement:


		(a)	“this Agreement” has the same meaning as “Standby Bank Account Agreement” in the Master Definitions
and Construction Agreement;



		(b)	words denoting the singular number only will include the plural and vice versa;



		(c)	words denoting one gender only will include the other genders;



		(d)	words “including” and “includes” mean “including (or includes) without limitation”;



		(e)	in the computation of periods of time from a specified date to a later specified date, unless otherwise expressly stated, the
word “from” means “from and including” and the words “to” and “until” each mean
“to but excluding” and if the last day of any such period is not a Business Day, such period will end on the next Business
Day;



		(f)	when calculating the period of time “within” which or “following” which any act or event is required
or permitted to be done, notice given or steps taken, the date which is the reference date in calculating such period is excluded
from the calculation and if the last day of any period is not a Business Day, such period will end on the next Business Day unless
otherwise expressly stated;



		(g)	references to any statutory provision will be deemed also to refer to any statutory modification or re-enactment thereof or
any statutory instrument, order or regulation made thereunder or under any such re-enactment;



		(h)	references to any agreement or other document will be deemed also to refer to such agreement or document as amended, varied,
supplemented or novated from time to time;



		(i)	the inclusion of a table of contents, the division into Articles, Sections, clauses, paragraphs and schedules and the insertion
of headings are for convenient reference only and are not to affect or be used in the construction or interpretation;



		(j)	reference to a statute will be construed as a reference to such statute as the same may have been, or may from time to time
be, amended or re-enacted to the extent such amendment or re-enactment is substantially to the same effect as such statute on the
date hereof;





    	 



    	- 7 -



    

		(k)	reference to a time of day will be construed as a reference to Toronto time unless the context requires otherwise and a “month”
is a reference to a period starting on one day in a calendar month and ending on the numerically corresponding day in the next
calendar month save that, where any such period would otherwise end on a day which is not a Business Day, it will end on the next
Business Day, unless that day falls in the calendar month succeeding that in which it would otherwise have ended, in which case
it will end on the preceding Business Day provided that, if a period starts on the last Business Day in a calendar month or if
there is no numerically corresponding day in the month in which that period ends, that period will end on the last Business Day
in that later month (and references to “months” will be construed accordingly); and



		(l)	references to any person will include references to such person’s heirs, executors, personal administrators, successors,
permitted assigns and transferees, as applicable, and any person deriving title under or through such person.



Article 2

Standby Transaction Account and Standby GDA Account


		2.1	Instructions from the
                                                                                                    Cash Manager



Following delivery of a Standby Account
Bank Notice and opening of the Standby Transaction Account and Standby GDA Account in accordance with Section 3.1(Opening of Standby
Transaction Account and Standby GDA Account, Signing and Delivery of Mandates), the Standby Account Bank will, subject to Sections
2.4 (No Negative Balance) and 5.3 (Consequences of a Guarantor Acceleration Notice), comply with any direction of the Guarantor
(or the Cash Manager on its behalf) given on a Business Day to effect a payment by debiting any one of the Standby Transaction
Account or the Standby GDA Account and any additional or replacement bank accounts opened in the name of the Guarantor from time
to time with the prior written consent of the Bond Trustee, if such direction (i) is in writing, is given by telephone and confirmed
in writing not later than 5:00 p.m. (Toronto time) on the day on which such direction is given, or is given by the internet banking
service provided by the Standby Account Bank, and (ii) complies with the Standby Transaction Account Mandate or the Standby GDA
Account Mandate as appropriate (such direction will constitute an irrevocable payment instruction).


		2.2	Timing of Payment



The Standby Account Bank agrees that
if directed pursuant to Section 2.1 (Instructions from the Cash Manager) to make any payment then, subject to Sections 2.4
(No Negative Balance) and 5.3 (Consequences of a Guarantor Acceleration Notice) below, it will effect the payment specified in
such direction not later than the day specified for payment therein and for value on the day specified therein provided that, if
any direction specifying that a cash payment be made on the same day as the direction is given is received later than 12:00 p.m.
on any Business Day, the Standby Account Bank will make such payment at the commencement of business on the following Business
Day for value on such following Business Day.




    	 



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		2.3	Standby Account Bank
                                                                                                    and Standby GDA Provider Charges



The charges of the Standby Account Bank
and the Standby GDA Provider for the operation of each of the Guarantor Accounts maintained with the Standby Account Bank and the
Standby GDA Provider will be debited to the Standby Transaction Account only on each Guarantor Payment Date, and the Guarantor
by its execution hereof irrevocably agrees that this will be done. The charges will be payable in accordance with the relevant
Priority of Payments at rates that are generally applicable to the business customers of the Standby Account Bank and the Standby
GDA Provider provided that if there are insufficient funds standing to the credit of the Standby Transaction Account to pay such
charges after payment by or on behalf of the Guarantor of any higher ranking obligations in the relevant Priority of Payment the
Standby Account Bank and the Standby GDA Provider will not be relieved of their obligations in respect of any of the Guarantor
Accounts. For greater certainty (i) charges that may be made by the Standby Account Bank and the Standby GDA Provider hereunder
may include any and all fees and service charges relating to the Guarantor Accounts and chargebacks for any cheques, drafts and
other payments items dishonoured or otherwise returned to the Standby Account Bank or the Standby GDA Provider in respect of the
Guarantor Accounts, and (ii) payments to the Standby Account Bank and the Standby GDA Provider rank pro rata and pari
passu with payments to the asset monitor, among others in the relevant Priority of Payments.


		2.4	No Negative Balance



Notwithstanding the provisions of Section 2.1
(Instructions from the Cash Manager), amounts will only be withdrawn from any Guarantor Account to the extent that such withdrawal
does not cause the relevant Guarantor Account to have a negative balance.


Article 3

Opening of Accounts and Mandates


		3.1	Opening of Standby
                                                                                                    Transaction Account and Standby
                                                                                                    GDA Account, Signing and Delivery
                                                                                                    of Mandates



		(a)	Upon delivery by the Guarantor (or the Cash Manager on its behalf) to the Standby Account Bank of a Standby Account Bank Notice,
the Guarantor (or the Cash Manager on its behalf) will include with such Standby Account Bank Notice a completed Standby GDA Account
Mandate and Standby Transaction Account Mandate in the form attached hereto as Schedule 1 (Form of Mandate) or such other form
as the Standby Account Bank may from time to time deliver to the Guarantor (or the Cash Manager on its behalf) prior to delivery
of a Standby Account Bank Notice, provided such additional form is acceptable to the Guarantor (or the Cash Manager on its behalf),
acting reasonably.



		(b)	Promptly upon receipt by the Standby Account Bank of a Standby Bank Account Notice from the Guarantor together with the completed
Standby GDA Account Mandate and Standby Transaction Account Mandate, the Standby Account Bank will confirm receipt of same to the
Bond Trustee and that such mandates are operative and will open and hold the Standby Transaction Account and the





    	 



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Standby GDA Account for the Guarantor in accordance with
the terms of this Agreement.


		(c)	For greater certainty, the Standby Account Bank acknowledges that such mandates and any other mandates delivered from time
to time pursuant to the terms hereof will be subject to the terms of the Security Agreement, this Agreement and the Standby GDA
Agreement and to the extent of any inconsistency between the terms of such agreements and such mandates, the terms of such agreements
will govern.



		3.2	Amendment or Revocation



The Standby Account Bank agrees that
it will notify the Bond Trustee as soon as is reasonably practicable and in accordance with Article 12 (Notices) if it receives
any amendment to or revocation of the Standby GDA Account Mandate or the Standby Transaction Account Mandate relating to the Guarantor
Accounts (other than a change of Authorized Signatory, which may be made from time to time by the Guarantor (or the Cash Manager
on its behalf)) and will require the prior written consent of the Bond Trustee to any such amendment or revocation (other than
a change of Authorized Signatory, which may be made from time to time by the Guarantor (or the Cash Manager on its behalf)) but,
unless such Mandate is revoked, the Standby Account Bank may continue to comply with such Mandate (as it may from time to time
be amended in accordance with the provisions of this Section 3.2) unless it receives notice in writing from the Bond Trustee
to the effect that a Guarantor Acceleration Notice has been served on the Guarantor and will, thereafter, act solely on the instructions
of the Bond Trustee or such person as the Bond Trustee may designate and in accordance with the terms of those instructions as
provided in Section 5.3 (Consequences of a Guarantor Acceleration Notice) of this Agreement.


Article 4

Acknowledgement by the Standby Account Bank


		4.1	Restriction on Standby
                                                                                                    Account Bank’s Rights



Notwithstanding anything to the contrary
in the Mandates, the Standby Account Bank hereby:


		(a)	agrees that, in its capacity as Standby Account Bank, it will not exercise any lien or, to the extent permitted by law, any
set-off or transfer any sum standing to the credit of or to be credited to any of the Guarantor Accounts in or towards satisfaction
of any liabilities owing to it by any Person (including any liabilities owing to it by the Guarantor or the Bond Trustee);



		(b)	without prejudice to its rights as a Secured Creditor under the Security Agreement, agrees that it will not, solely in its
capacity as Standby Account Bank and Standby GDA Provider provide, procure, or take any steps whatsoever to recover any amount
due or owing to it pursuant to this Agreement which could result in, the winding-up or liquidation of the Guarantor or the making
of an





    	 



    	- 10 -



    

administration order in relation to the Guarantor in
respect of any of the liabilities of the Guarantor whatsoever for one year plus one day after all Covered Bonds are paid in full;


		(c)	agrees that it will promptly notify the Guarantor, the Bond Trustee and the Cash Manager if compliance with any instruction
would cause the relevant Guarantor Account(s) to which such instruction relates to have a negative balance; and



		(d)	acknowledges that the Guarantor has, pursuant to the Security Agreement, inter alia, assigned by way of security all
its rights, title, interest and benefit, present and future, in and to, all sums from time to time standing to the credit of the
Guarantor Accounts and all of its rights under this Agreement to the Bond Trustee (for itself and on behalf of the Secured Creditors).



		4.2	Monthly Statement



Unless and until directed otherwise by
the Bond Trustee, the Standby Account Bank will and is hereby authorized to provide each of the Cash Manager, the Guarantor and
the Bond Trustee with a written statement in respect of each Guarantor Account delivered in accordance with Section 12 (Notices)
on a monthly basis and also as soon as reasonably practicable after receipt of a written request for a statement.


Article 5

Indemnity and Guarantor Acceleration Notice


		5.1	Standby Account Bank
                                                                                                    to Comply with Cash Manager’s
                                                                                                    Instructions



Unless otherwise directed in writing
by the Bond Trustee pursuant to Section 5.3 (Consequences of a Guarantor Acceleration Notice), in making any transfer or payment
from any Guarantor Account in accordance with this Agreement, the Standby Account Bank will be entitled to act, without further
inquiry, as directed by the Cash Manager pursuant to Section 2.1 (Instructions from the Cash Manager) and to rely as to the
amount of any such transfer or payment on the Cash Manager’s instructions in accordance with the relevant Mandate, and the
Standby Account Bank will have no liability hereunder to the Cash Manager, the Guarantor or the Bond Trustee for having acted on
such instructions.


		5.2	Guarantor’s Indemnity 



Subject to the prior ranking obligations
set out in the relevant Priority of Payments, the Standby Account Bank and the Standby GDA Provider will each be indemnified to
the extent of funds then standing to the credit of the Guarantor Accounts against any loss, cost, damage, charge or expense incurred
by the Standby Account Bank or the Standby GDA Provider in complying with any instruction delivered pursuant to and in accordance
with this Agreement or the Standby Guaranteed Deposit Account Contract, respectively, save that this indemnity will not extend
to (i) the charges of the Standby Account Bank or the Standby GDA Provider (if any) for the operation of such accounts other than
as provided in Section 2.3 (Standby Account Bank and Standby GDA Provider Charges) of this Agreement; and (ii) any loss, cost,
damage, charge or




    	 



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expense arising from any material breach by the Standby Account
Bank of its obligations under this Agreement or any material breach by the Standby GDA Provider of its obligations under the Standby
Guaranteed Deposit Account Contract, and if necessary, as determined by a court of competent jurisdiction in a final non-appealable
decision. For greater certainty, payments to the Standby Account Bank and the Standby GDA Provider rank pro rata and pari
passu with each other and with payments to the asset monitor, among others in the relevant Priority of Payments. The Guarantor
will not amend the Priorities of Payments if such amendment negatively affects any payments (including the priority thereof) to
the Standby Account Bank or the Standby GDA Provider without the consent of the Standby Account Bank or the Standby GDA Provider,
as the case may be.


		5.3	Consequences of a Guarantor
                                                                                                    Acceleration Notice 



The Standby Account Bank acknowledges
that, if it receives notice in writing from the Bond Trustee to the effect that the Bond Trustee has served a Guarantor Acceleration
Notice on the Guarantor all right, authority and power of the Cash Manager in respect of each of the Guarantor Accounts will be
terminated and be of no further effect and the Standby Account Bank agrees that it will, upon receipt of such notice from the Bond
Trustee, comply with the directions of the Bond Trustee in relation to the operation of each of the Guarantor Accounts. Following
receipt of such notice, the Standby Account Bank will be entitled to act, without further inquiry, on any direction received by
the Bond Trustee pursuant to this Section 5.3 (Consequences of a Guarantor Acceleration Notice) and to rely as to the amount of
any such transfer or payment on the Bond Trustee’s instructions in accordance with the relevant Mandate, and the Standby
Account Bank will have no liability hereunder to the Cash Manager, the Guarantor or the Bond Trustee for having acted on such instructions.


Article 6

Change of Bond Trustee or Standby Account Bank


		6.1	Change of Bond Trustee



If there is any change in the identity
of the Bond Trustee, the parties to this Agreement will execute such documents and take such action as the successor Bond Trustee
and the outgoing Bond Trustee may reasonably require for the purpose of vesting in the successor Bond Trustee the rights and obligations
of the outgoing Bond Trustee under this Agreement and under the Security Agreement and releasing the outgoing Bond Trustee from
any future obligations under this Agreement. Notice thereof will be given to the Rating Agencies for so long as any of the Covered
Bonds remain outstanding.


		6.2	Limitation of Liability
                                                                                                    of Bond Trustee



It is hereby acknowledged and agreed
that by its execution of this Agreement, the Bond Trustee will not assume or have any of the obligations or liabilities of the
Standby Account Bank, the Cash Manager or the Guarantor under this Agreement and that the Bond Trustee has agreed to become a party
to this Agreement for the purpose only of taking the benefit of this Agreement and agreeing to amendments to this Agreement pursuant
to Article 17 (Amendments, Modification, Variation or Waiver). For the avoidance of doubt, the parties to this Agreement




    	 



    	- 12 -



    

acknowledge that the rights and obligations of the Bond Trustee
are governed by the Security Agreement. Any right which may be exercised or determination which may be made under this Agreement
by the Bond Trustee may be exercised or made in the Bond Trustee’s absolute discretion without any obligation to give reasons
therefor, and the Bond Trustee will not be responsible for any liability occasioned by so acting, except if acting in breach of
the standard of care set out in Section 11.1 (Standard of Care) of the Security Agreement.


		6.3	Change of Standby Account
                                                                                                    Bank



If the identity of the Standby Account
Bank changes, the Cash Manager, the Guarantor and the Bond Trustee will execute such documents and take such actions as the new
Standby Account Bank and the outgoing Standby Account Bank and the Bond Trustee may require for the purpose of vesting in the new
Standby Account Bank the rights and obligations of the outgoing Standby Account Bank and releasing the outgoing Standby Account
Bank from its future obligations under this Agreement.


Article 7

Termination


		7.1	Termination Events



The Guarantor (or the Cash Manager on
its behalf):


		(a)	may (with the prior written consent of the Bond Trustee, which consent shall not be withheld unless the Bond Trustee determines
that the termination of this Agreement would be materially prejudicial to the interests of the Covered Bondholders) terminate this
Agreement in the event that the matters specified in paragraph (i), (vi) or (vii) below occur;



		(b)	will (with the prior written consent of the Bond Trustee, which consent shall not be withheld unless the Bond Trustee determines
that the termination of this Agreement would be materially prejudicial to the interests of the Covered Bondholders), and the Bond
Trustee may in such circumstances, terminate this Agreement in the event that any of the matters specified in paragraphs (iii)
to (v) (inclusive) below occur; and



		(c)	in the event that any of the matters specified in paragraph (ii) below occur, the Guarantor will (or will cause the Cash Manager
to) take the actions described in Section 7.6 and the Guarantor will terminate this Agreement,



in each case by serving a written notice of termination on the Standby
Account Bank in accordance with Article 12 (Notices) (such termination to be effective three Business Days following service
of such notice and, in the case of (c), no later than five Business Days following the occurrence of any of the matters specified
therein) which will direct the Standby Account Bank to transfer all funds held in the Guarantor Accounts to replacement accounts
under the terms of a new bank account agreement (the “New Standby Bank Account Agreement”) and a new guaranteed
deposit account contract (the “New Standby GDA 



    	 



    	- 13 -



    

Agreement”) to be entered into by the parties hereto (excluding
the Standby Account Bank) substantially on the same terms as this Agreement and the Standby GDA Agreement, respectively, in any
of the following circumstances:






		(i)	if a deduction or withholding for or on account of any taxes is imposed, or it appears likely that such a deduction or withholding
will be imposed, in respect of the interest payable on any Guarantor Account;



		(ii)	if one or more Rating Agencies downgrades the rating of the unsecured, unsubordinated and unguaranteed debt obligations
                                                              of                                                               the Standby
                                                              Account                                                                                                       Bank or
                                                                                                                                the
                                                              Standby                                                                                                            Account
                                                              Bank’s issuer default rating, as                                                               applicable,  below the  Standby
                                                              Account Bank Required Ratings;



		(iii)	if the Standby Account Bank, otherwise than for the purposes of the amalgamation or reconstruction as is referred to in paragraph (iv)
below, ceases or, through an authorized action of the board of directors of the Standby Account Bank, threatens to cease to carry
on all or substantially all of its business or the Standby Account Bank;



		(iv)	if an order is made or an effective resolution is passed for the winding-up of the Standby Account Bank except a winding-up
for the purposes of or pursuant to a solvent amalgamation or reconstruction the terms of which have previously been approved in
writing by the Guarantor and the Bond Trustee (such approval not to be unreasonably withheld or delayed);



		(v)	if proceedings are initiated against the Standby Account Bank under any applicable liquidation, insolvency, bankruptcy, sequestration,
composition, reorganisation (other than a reorganisation where the Standby Account Bank is solvent) or other similar laws (including,
but not limited to, presentation of a petition for an administration order) and (except in the case of presentation of petition
for an administration order) such proceedings are not, in the reasonable opinion of the Guarantor, being disputed in good faith
with a reasonable prospect of success or an administration order is granted or an administrative receiver or other receiver, liquidator,
trustee in sequestration or other similar official is appointed in relation to the Standby Account Bank or in relation to the whole
or any substantial part of the undertaking or assets of the Standby Account Bank, or an encumbrancer takes possession of the whole
or any substantial part of the undertaking or assets of the Standby Account Bank, or a distress, execution or diligence or other
process is levied or enforced upon or sued out against the whole or any substantial part of the undertaking or assets of the Standby
Account Bank and such possession or process (as the case may be) is not discharged or otherwise ceases to apply within 30 days
of its commencement, or the Standby Account Bank initiates or consents to judicial proceedings relating to itself under applicable
liquidation, insolvency, bankruptcy, composition,





    	 



    	- 14 -



    

reorganisation or other similar laws or makes a conveyance
or assignment for the benefit of its creditors generally;


		(vi)	default is made by the Standby Account Bank in the performance or observance of any of its covenants and obligations, or a
breach by the Standby Account Bank is made of any of its representations and warranties, respectively, under Sections 8.1(d), 8.1(e),
8.1(f), 8.1(g), 8.1(h) or 8.1(i); or



		(vii)	if the Standby Account Bank materially breaches its other obligations under this Agreement or the Standby Guaranteed Deposit
Account Contract, provided that the Rating Agency Condition has been satisfied with respect to the termination of this Agreement
following such breach.



		7.2	Notification of Termination
                                                                                                    Event



Each of the Guarantor, the Cash Manager
and the Standby Account Bank undertakes and agrees to notify the Bond Trustee in accordance with Section 12 (Notices) promptly
upon becoming aware thereof of any event which would or could entitle the Bond Trustee to serve a notice of termination pursuant
to Section 7.1 (Termination Events).


		7.3	Automatic Termination



		(a)	This Agreement will automatically terminate (if not
terminated earlier pursuant to this Article 7) on the date falling 90 days after the termination of the Guarantor Agreement
and notice thereof to the parties to this Agreement, provided that all amounts payable under Section 2.3 (Standby Account Bank
and Standby GDA Provider Charges) and Section 5.2 (Guarantor’s Indemnity) have been paid in accordance with the terms of
this Agreement.



		(b)	This Agreement shall automatically terminate (if not
terminated earlier pursuant to this Article 7) upon the termination of the Standby Guaranteed Deposit Account Contract pursuant
to Article 5 therein.



		7.4	Termination by Standby
                                                                                                    Account Bank



The Standby Account Bank
may terminate this Agreement and cease to operate the Guarantor Accounts at any time on giving not less than 90 days’
prior written notice thereof ending on any Business Day which does not fall on a Guarantor Payment Date or less than ten
(10) Business Days before a Guarantor Payment Date to each of the other parties hereto provided that such termination will
not take effect (i) until a replacement Standby Account Bank with ratings by the Rating Agencies equal to or greater than
each of the Standby Account Bank Required Ratings has entered into an agreement in form and substance similar to this
Agreement; and (ii) the Rating Agency Condition has been satisfied in respect thereof. For greater certainty, the Standby
Account Bank will not be responsible for any costs or expenses occasioned by such termination and cessation. In the event of
such termination and cessation the Standby Account Bank will use commercially reasonable efforts to assist the other parties
hereto to effect an




    	 



    	- 15 -



    

orderly transition of the banking arrangements documented
hereby and, for greater certainty, at no cost to the Standby Account Bank.


		7.5	Notice of Termination/Resignation to CMHC



Upon any termination or resignation of
the Standby Account Bank hereunder, the Guarantor shall provide notice to CMHC of such termination or resignation and of the Standby
Account Bank’s replacement contemporaneously with the earlier of (i) notice of such termination or resignation and replacement
to a Rating Agency, (ii) notice of such termination or resignation and replacement being provided to or otherwise made available
to Covered Bondholders, and (iii) five (5) Business Days following such termination or resignation and replacement (unless the
replacement Standby Account Bank has yet to be identified at that time, in which case notice of the replacement Standby Account
Bank may be provided no later than ten (10) Business Days thereafter). Any such notice shall include (if known) the reasons for
the termination or resignation of the Standby Account Bank, all information relating to the replacement Standby Account Bank required
by the CMHC Guide and the new agreement or revised and amended copy of this Agreement to be entered into with the replacement Standby
Account Bank.


		7.6	Replacement of Standby Account Bank Under Certain Circumstances



If one or more Rating
Agencies downgrades the rating of the unsecured, unsubordinated and unguaranteed debt obligations of the Standby Account Bank
or  the Standby Account Bank’s issuer default rating, as applicable, below the Standby Account Bank Required Ratings, no later than five (5) Business Days following such occurrence, the Guarantor (or the
Cash Manager on its behalf) will do the following:


		(a)	engage a replacement Standby Account Bank with ratings
by the Rating Agencies equal to or greater than each of the Standby Account Bank Required Ratings and enter into the New Standby Bank
Account Agreement and the New Standby GDA Agreement;



		(b)	subject to Section 7.6(c), direct the Standby Account
Bank to transfer all funds held in the Guarantor Accounts to replacement accounts under the terms of the New Standby Bank Account
Agreement and the New Standby GDA Agreement (it being understood that all such funds must be transferred within the five (5) Business
Day period to such replacement accounts); and



		(c)	to the extent it is not practicable within the five
(5) Business Day period to transfer the funds held in the Guarantor Accounts to replacement accounts under the terms of the New
Standby Bank Account Agreement and the New Standby GDA Agreement, within 30 days following such occurrence, direct the Standby
Account Bank to transfer all funds held in the Guarantor Accounts to replacement accounts under the terms of the New Standby Bank
Account Agreement and the New Standby GDA Agreement (it being understood that all such funds must be transferred within the 30
day period to such replacement accounts), provided that, during such 30 day period, any amounts received into the Guarantor Accounts
shall be transferred or otherwise deposited to the replacement accounts under the





    	 



    	- 16 -



    

terms of the New Standby Bank Account Agreement and the
New Standby GDA Agreement, as applicable, within five (5) Business Days of receipt.


Article 8

Representations And Warranties; COVENANT


		8.1	Standby Account Bank
                                                                                                    Representations, Warranties
                                                                                                    and Covenants



The Standby Account Bank represents and
warrants to, and covenants with, each of the Guarantor and the Bond Trustee at the date hereof, on each date on which an amount
is credited to any Guarantor Account held with the Standby Account Bank and on each Guarantor Payment Date, that:


		(a)	it is a Schedule I Bank existing under the laws of Canada and duly qualified to do business in every jurisdiction where the
nature of its business requires it to be so qualified, except where the failure to qualify would not constitute a Material Adverse
Event;



		(b)	(i) the execution, delivery and performance by the Standby Account Bank of this Agreement are within the Standby Account Bank’s
corporate powers, (ii) have been duly authorized by all necessary corporate action, and (iii) do not contravene or result in a
default under or conflict with (1) the charter or by-laws of the Standby Account Bank, (2) any law, rule or regulation applicable
to the Standby Account Bank, or (3) any order, writ, judgment, award, injunction, decree or contractual obligation binding on or
affecting the Standby Account Bank or its property;



		(c)	it is not a non-resident of Canada within the meaning of the Income Tax Act (Canada); and



		(d)	it possesses the necessary experience, qualifications, facilities and other resources to perform its responsibilities in relation
to its duties and obligations hereunder and the other Transaction Documents to which it is a party;



		(e)	it will comply with the provisions of, and perform its obligations under, this Agreement and the other Transaction Documents
to which it is a party;



		(f)	it is and will continue to be in regulatory good standing and in material compliance with and under all Laws applicable to
its duties and obligations hereunder and the other Transaction Documents to which it is a party;



		(g)	it is and will continue to be in material compliance with its internal policies and procedures (including risk management policies)
relevant to its duties and obligations hereunder and the other Transaction Documents to which it is a party;



		(h)	it will exercise reasonable skill and care in the performance of its obligations hereunder and the other Transaction Documents
to which it is a party;





    	 



    	- 17 -



    

		(i)	it will comply with the CMHC Guide and all material legal and regulatory requirements applicable to the conduct of its business
so that it can lawfully attend to the performance of its obligations hereunder and the other Transaction Documents to which it
is a party; and



		(j)	the unsecured, unsubordinated and unguaranteed debt obligations of the Standby Account Bank rated by each of the Rating Agencies
are at or above each of the Standby Account Bank Required Ratings.



		8.2	Notification and Survival



The Standby Account Bank undertakes to
notify the Guarantor and the Bond Trustee immediately if, at any time during the term of this Agreement, any of the statements
contained Section 8.1 (Standby Account Bank Representations, Warranties and Covenants) ceases to be true. The representations,
warranties and covenants set out in Section 8.1 (Standby Account Bank Representations, Warranties and Covenants) will survive the
signing and delivery of this Agreement.


Article 9

Non-Petition


		9.1	Non-Petition



The Guarantor, the Cash Manager, the
Standby Account Bank and the Standby GDA Provider agree that they will not institute or join any other Person or entity in instituting
against, or with respect to, the Guarantor, or any general partners of the Guarantor, any bankruptcy or insolvency event so long
as any Covered Bonds issued by the Issuer will be outstanding or there will not have elapsed one year plus one day since the last
day on which any such securities will have been outstanding. The foregoing provision will survive the termination of this Agreement
by any of the parties hereto.


Article 10

Further AssuranceS


		10.1	Further
                                                                                                     Assurances



The parties hereto agree that they will
co-operate fully to do all such further acts and things and execute any further documents as may be necessary or reasonably desirable
to give full effect to the arrangements contemplated by this Agreement.






    	 



    	- 18 -



    

Article 11

Confidentiality


		11.1	Confidentiality



None of the parties hereto will during
the term of this Agreement or after its termination disclose to any Person whatsoever (except as provided herein, in accordance
with the CMHC Guide, the Covered Bond Legislative Framework or in any of the Transaction Documents to which it is a party or with
the authority of the other parties hereto or so far as may be necessary for the proper performance of its obligations hereunder
or unless required by law or any applicable stock exchange requirement or any governmental, regulatory or other taxation authority
or ordered to do so by a court of competent jurisdiction or by the Canada Revenue Agency) any information relating to the business,
finances or other matters of a confidential nature of any other party hereto of which it may in the ordinary course of its duties
hereunder have become possessed and each of the parties hereto will use all reasonable endeavours to prevent any such disclosure.


Article 12

Notices


		12.1	Notices



Any notices to be given pursuant to this
Agreement to any of the parties hereto will be in writing and will be sufficiently served if sent by prepaid first class mail,
by hand, e-mail or facsimile transmission and will be deemed to be given (if by e-mail or facsimile transmission) when dispatched,
(if delivered by hand) on the day of delivery if delivered before 5:00 p.m. (Toronto time) on a Business Day or on the next Business
Day if delivered thereafter or on a day which is not a Business Day or (if by first class mail) when it would be received in the
ordinary course of the post and will be sent:


		(a)	in the case of The Bank of Nova Scotia in its capacity as Cash
                                                               Manager, to The Bank of Nova Scotia, at its Executive Offices,
                                                               Scotia Plaza, 44 King Street West, Toronto, Ontario M5H 1H1 (facsimile
                                                               number 416-945-4001) for the attention of the Managing Director,
                                                               Alternate Funding, e-mail: jake.lawrence@scotiabank.com;



		(b)	in the case of the Guarantor, to Scotiabank Covered Bond Guarantor
                                                               Limited Partnership, c/o The Bank of Nova Scotia, at its Executive
                                                               Offices, Scotia Plaza, 44 King Street West, Toronto, Ontario M5H
                                                               1H1 (facsimile number 416-945-4001) for the attention of the Managing
                                                               Director, Alternate Funding, e-mail: jake.lawrence@scotiabank.com;



		(c)	in the case of the Standby Account Bank and Standby GDA Provider, to Canadian Imperial Bank of Commerce, Brookfield
                                                               Place, 11th Floor, 161 Bay Street, Toronto, Ontario, M5J 258 (facsimile number 416-594-7192) for the attention of Vice
                                                               President, Treasury, email: Wojtek.Niebrzydowski@cibc.ca; and



		(d)	in the case of the Bond Trustee, to Computershare Trust Company
of Canada, 100 University Avenue, 11th Floor,  Toronto, Ontario, M5J 2Y1





    	 



    	- 19 -



    

(facsimile number 416-981-9777)
for the attention of the Manager, Corporate Trust, email: corporatetrust.toronto@computershare.com,


or to such other address or facsimile number or for the attention
of such other person or entity as may from time to time be notified by any party to the others by written notice in accordance
with the provisions of this Section.


Article 13

Interest


		13.1	Interest Payments
                                                                                                     on Standby Transaction Account



In respect of each period from (and including)
the first day of each month (or, in respect of the first such period, the first applicable day) to (but excluding) the last day
of each month, the Standby Account Bank will pay, on the 10th Business Day after month end, interest in arrears on any
cleared credit balances on the Standby Transaction Account and any other accounts opened by the Guarantor with the Standby Account
Bank other than the Standby GDA Account at rates that are generally applicable to the business customers of the Standby Account
Bank. 


		13.2	Interest Payments
                                                                                                     on Standby GDA Account



Notwithstanding Section 13.1 above, interest
will be paid on the Standby GDA Account in accordance with the terms of the Standby Guaranteed Deposit Account Contract.


Article 14

Payments and Withholding


		14.1	Payments and Withholding



The parties agree that payments required
to be made hereunder will be made in accordance with Article 2 (Standby Transaction Account and Standby GDA Account) and that all
payments by the Standby Account Bank under this Agreement will be made in full without any deduction or withholding (whether in
respect of set-off, counterclaim, duties, taxes, charges or otherwise whatsoever) unless the deduction or withholding is required
by law, in which event the Standby Account Bank will:


		(a)	ensure that the deduction or withholding does not exceed the minimum amount required by law;



		(b)	pay to the relevant taxation or other authorities within the period for payment permitted by applicable law the full amount
of the deduction or withholding;



		(c)	furnish to the Guarantor and the Bond Trustee within the period for payment permitted by the relevant law, either:



		(i)	an official receipt of the relevant taxation or other authorities involved in respect of all amounts so deducted or withheld;
or





    	 



    	- 20 -



    

		(ii)	if such receipts are not issued by the taxation or other authorities concerned on payment to them of amounts so deducted or
withheld, a certificate of deduction or equivalent evidence of the relevant deduction or withholding; and



		(d)	account to the Guarantor in full by credit to the Standby GDA Account for an amount equal to the amount of any rebate, repayment
or reimbursement of any deduction or withholding which the Standby Account Bank has made pursuant to this Article 14 and which
is subsequently received by the Standby Account Bank and, for greater certainty, the Standby Account Bank will have no obligation
to obtain any rebate, repayment or reimbursement of any such deduction or withholding.



Article 15

ENTIRE AGREEMENT


		15.1	Entire
                                                                                                     Agreement



This Agreement and the Standby GDA Agreement
contain the entire agreement between the parties hereto in relation to the services to be performed hereunder and supersede any
prior agreements, understandings, arrangements, statements or representations relating to such services. Nothing in this Article
or Agreement will operate to limit or exclude any liability for fraud.


Article 16

Assignment


		16.1	Assignment



Save as provided in or contemplated in this
Agreement, no party hereto (other than the Bond Trustee) may assign or transfer any of its rights or obligations hereunder, and
the Standby Account Bank may not act through any branch outside of the Province of Ontario, without the prior written consent of
the other parties hereto and the Rating Agency Condition having been satisfied in respect of any such assignment or transfer. If
any party assigns any of its obligations under this Agreement as permitted by this Agreement, such party will provide at least
10 Business Days’ prior written notice of such assignment to DBRS.


 


		16.2	Assignment to Bond Trustee



Notwithstanding the provisions of Section 16.1
above, the parties hereto acknowledge that the Guarantor may assign all its rights, title and interest in this Agreement to the
Bond Trustee, for the benefit of the Secured Creditors, in accordance with and pursuant to the terms of the Security Agreement.


Article 17

limitation of liability




    	 



    	- 21 -



    

		17.1	Limitation of Liability



Scotiabank Covered Bond Guarantor Limited
Partnership is a limited partnership formed under the Limited Partnerships Act (Ontario), a limited partner of which is,
except as expressly required by law, only liable for any of its liabilities or any of its losses to the extent of the amount that
the limited partner has contributed or agreed to contribute to its capital.


Article 18

AmendmentS, modification, variation or waiver


		18.1	Amendments, Modification,
                                                                                                     Variation or Waiver



		(a)	Any amendment, modification, variation or waiver to
this Agreement will be made only with the prior written consent of each party to this Agreement. No waiver of this Agreement will
be effective unless it is in writing and signed by (or by some Person duly authorised by) each of the parties. Each proposed amendment
or waiver of this Agreement that is considered by the Guarantor to be a material amendment, modification, variation or waiver
will be subject to satisfaction of the Rating Agency Condition. For certainty, any amendment to (i) the definition of “Standby
Account Bank Required Ratings” that lowers the ratings specified therein, or (ii) the consequences of breaching a Standby
Account Bank Required Rating that makes such consequences less onerous, shall be deemed to be a material amendment. The Guarantor
(or the Cash Manager on its behalf) will deliver notice to the Rating Agencies of any amendment or waiver which does not require
satisfaction of the Rating Agency Condition with respect thereto provided that failure to deliver such notice will not constitute
a breach of the obligations of the Guarantor under this Agreement. The Guarantor (or the Cash Manager on its behalf) will deliver
notice to CMHC from time to time of any amendment, variation or waiver with respect to which notice to CMHC is required by the
CMHC Guide, provided that failure to deliver such notice will not constitute a breach of the obligations of the Guarantor under
this Agreement. No single or partial exercise of, or failure or delay in exercising, any right under this Agreement will constitute
a waiver or preclude any other or further exercise of that or any other right.



		(b)	Notwithstanding the foregoing, if at any time the Issuer
determines that any one rating agency shall no longer be a Rating Agency, then, so long as (i) the Program is in compliance with
the terms of the CMHC Guide, and (ii) each outstanding series of Covered Bonds is rated by at least two Rating Agencies, the ratings
triggers for such rating agency will no longer be applicable to the Program without any action or formality, including for greater
certainty satisfaction of the Rating Agency Condition with respect to any Rating Agency or consent or approval of the Bond Trustee
or the holders of the Covered Bonds. Any amendments to this Agreement to reflect the foregoing shall be deemed not to be a material
amendment and may be made without the requirement for satisfaction





    	 



    	- 22 -



    

of the Rating Agency Condition with respect to any Rating
Agency or consent or approval of the Bond Trustee or the holders of the Covered Bonds.


Article 19

Exclusion of Third Party Rights


		19.1	Exclusion of Third
                                                                                                     Party Rights



Except as otherwise expressly provided
in this Agreement, the parties hereto intend that this Agreement will not benefit, or create any right or cause of action on behalf
of, any Person other than a party hereto and that no Person, other than a party hereto, will be entitled to rely on the provisions
of this Agreement in any proceeding.


Article 20

Scope Of Duty


		20.1	Scope of Duty



The Standby Account Bank undertakes to
perform only such duties as are expressly set forth in this Agreement and to deal with the Guarantor Accounts with the degree of
skill and care that the Standby Account Bank accords to all accounts and funds maintained and held by it on behalf of its customers.
Notwithstanding any other provision of this Agreement, the parties agree that the Standby Account Bank will not be liable for any
action taken by it or any of its directors, officers or employees in accordance with this Agreement except, subject to Section
5.1 (Standby Account Bank to Comply with Cash Manager’s Instructions), for its or their own gross negligence or wilful misconduct,
and if necessary, as determined by a court of competent jurisdiction in a final non-appealable decision. In no event will the Standby
Account Bank be liable for (i) losses or delays resulting from force majeure, computer malfunctions, interruption of communication
facilities or other causes beyond the Standby Account Bank’s control or for indirect or consequential damages, or (ii) any
loss due to any altered, forged, fraudulent or unauthorized Financial Instruments.


Article 21

Waiver Of Formalities


		21.1	Waiver
                                                                                                     of Formalities



The Guarantor hereby waives in favour
of the Standby Account Bank certain statutory or other customary formalities of the Bills of Exchange Act (Canada) which
include, for greater certainty, formalities relating specifically to presentment, protest, noting and notice, with respect to
all Financial Instruments prepared, signed or endorsed and delivered to the Standby Account Bank hereunder; and the Standby Account
Bank will not, in any circumstances, be liable for the failure or omission to carry out any such formalities in connection with
any Financial Instrument.




    	 



    	- 23 -



    

Article 22

Counterparts


		22.1	Counterparts



This Agreement may be executed in any
number of counterparts (manually, e-mail or by facsimile) and by different parties hereto in separate counterparts, each of which
when so executed will be deemed to be an original and all of which when taken together will constitute one and the same instrument.


Article 23

Governing Law


		23.1	Governing
                                                                                                     Law



This Agreement will be governed by, and
construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein.


		23.2	Submission
                                                                                                     to Jurisdiction



Each party to this Agreement hereby irrevocably
submits to the non-exclusive jurisdiction of the courts of the Province of Ontario in any action or proceeding arising out of or
relating to this Agreement.


[The remainder
of this page is intentionally left blank]


 


 




    	 



    	 



    

IN WITNESS WHEREOF the parties
hereto have executed this Agreement the day and year first before written.


	 	The Bank of nova scotia, as Cash Manager and Issuer
	 	Per:	/s/ Ian Berry
	 	 	Name: Ian Berry
	 	 	Title: Managing Director and Head, Funding and Liquidity Management


 


	 	COMPUTERSHARE trust company 

of canada, as Bond Trustee
	 	Per:	/s/ Sean Pigott
	 	 	Name: Sean Pigott
	 	 	Title: Corporate Trust Officer
	  	 	 
	 	Per:	/s/ Stanley Kwan
	 	 	Name: Stanley Kwan
	 	 	Title: Associate Trust Officer


 


	 	SCOTIABANK COVERED BOND GUARANTOR LIMITED PARTNERSHIP by its managing general partner SCOTIABANK COVERED BOND GP INC.
	 	 	 
	 	Per:	/s/ Jake Lawrence
	 	 	Name: Jake Lawrence
	 	 	Title: President and Secretary


 


	 	CANADIAN IMPERIAL BANK OF COMMERCE, as Standby Account Bank and Standby GDA Provider
	 	Per:	/s/ Claudia Lai
	 	 	Name: Claudia Lai
	 	 	Title: Vice-President
	 	Per:	/s/ Dave Dickinson
	 	 	Name: Dave Dickinson
	 	 	Title: Vice-President




    	 



    	 



    

Schedule 1


Form
of Mandate


In the form attached


 



    	 



    	 



    







  Commercial Banking and Corporate Banking Business
  Account Operating Terms and Agreements

  Our
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  Understanding
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  Your
  Privacy is Protected

  inside

  Commercial
  Banking and Corporate Banking Business Agreement

  8102-2013/04



  	 





  	 














  TABLE
                                                        OF CONTENTS

  Our
  Commitment to You – To Exceed Your Expectations 3 Understanding our Hold Policy on Cheques 6 Your Privacy is Protected
  7 Commercial Banking and Corporate Banking Business Agreement 9

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  OUR COMMITMENT TO YOU:

  TO
  EXCEED YOUR EXPECTATIONS

  As
  a CIBC Client, you should expect nothing less than the best possible service every time you deal with one of our representatives
  in person, by letter, on the telephone or when doing your banking electronically through our banking machines or Online Banking.

  Our
  aim is to build a long-term relationship with you. The foundation of this relationship is our Service Commitment – to
  anticipate and exceed your expectations. Our Service Commitment sets out the standards that our Clients can expect from CIBC,
  and that we demand of ourselves.

  EVERYONE
  AT CIBC IS ACCOUNTABLE TO YOU, OUR CLIENT

  From
  the Client Service Representative in your branch/business centre to the Chief Executive Officer – everyone at CIBC is
  accountable for our Service Commitment.

  SIMPLE
  BEGINNING: TALK OPENLY WITH YOU

  Wherever
  you do business at CIBC, you can expect us to be open and forthcoming. This applies to our written documents as well –
  we’re working to put our documents in plain language, to make them easier for you to read and understand.

  CANDID
  EXPLANATIONS OF OUR SERVICE FEES

  We’ll
  explain the rates, terms and conditions relating to our products and services clearly, including any fees or sales commissions
  that may apply. We’ll also alert you that certain investments may carry greater risks. If, for some reason, we cannot
  provide a product or service, we’ll explain why and suggest alternatives. Our service fees are based on three principles:

  1.
  They should be simple to understand.

  2.
  They should reflect our commitment to deliver options and value.

  3.
  They should provide you with choices to reduce or even eliminate certain fees.

  YOURPRIVACYISPROTECTED

  An
  important part of the CIBC Service Commitment is your right to privacy. Even as we expand our products and services, and the
  technology we use to provide them, keeping your information and affairs confidential is fundamental to the way we do business.

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  OUR
                                                        PROCESS FOR RESOLVING YOUR COMPLAINTS

  We
  have created a process for dealing with client concerns and complaints that we believe is both effective and efficient. We expect
  every CIBC employee who receives a client complaint to take ownership, and ensure that the complaint is resolved quickly.

  If
  you have a complaint or concern, we encourage you to follow the complaint procedure outlined here.

  STEP
  1

  WHERE
  YOU DO BUSINESS WITH US

  In
  most cases, a complaint is resolved simply by telling us about it and discussing it with us. You should be able to get swift
  results by talking to our employees or Manager where you do business with us. If they can’t resolve the problem to your
  satisfaction, they will immediately refer you to a Client Care Specialist who will make every effort to resolve the problem
  quickly and to your satisfaction.

  STEP
  2

  BUSINESS
  CONTACT CENTRE

  If
  you are uncomfortable discussing the issue with our employees or the Manager of the location where the problem has occurred,
  or if they have not resolved the problem to your satisfaction, you can contact the CIBC Business Contact Centre directly.

  Contacting
  the Business Contact Centre

  Via
  Phone & Fax

       Phone:
  1 888 947-7736 Main Line Fax: 1 866 463-9004

       Phone:
  1 800 324-7542 Clients in Quebec Fax: 1 866 338-3880

  NOTE:
  If your CIBC Relationship Manager provided you with contact numbers for the Business Contact Centre that are different from
  those listed above, please continue to use those from your Relationship Manager.

  Via
  Mail

  Toronto
  Office Quebec Office

  CIBC
  Business Contact Centre Centre de Services aux Entreprises

  5650
  Yonge Street, 14th Floor 1155 rue Rene Levesque Ouest, Bureau 330 Toronto, Ontario Montreal, Quebec Canada M2M 4G3 Canada H3B
  4P9

  Be
  sure to include:

  Your
  name

  Your
  address where you prefer to be reached

  If
  you prefer, fax number with area code

  The
  nature of your complaint

  Details
  relevant to the matter and with whom you have already discussed the issue

  If
  you are dissatisfied with the decision of the CIBC Business Contact Centre, you may contact or be directed to the CIBC Ombudsman.

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  STEP
                                                        3

  CIBC
  OMBUDSMAN

  The
  CIBC Ombudsman’s most important task is to review the details of any complaint objectively and impartially. Assuming you
  have followed the complaint escalation steps outlined above, the CIBC Ombudsman will acknowledge your complaint right away.

  Then,
  providing legal action has not been taken on the matter, the Ombudsman immediately goes to work.

  In
  most cases, you will receive a decision regarding your concern within ten working days.

  YoucanreachtheCIBCOmbudsmanby:

  Telephone:
  1 800 308-6859 or (416) 861-3313 in Toronto Fax: 1 800 308-6861 or (416) 980-3754 in Toronto E-mail: ombudsman@cibc.com Write
  to: CIBC Ombudsman

  P.O.
  Box 342, Commerce Court, Toronto, ON M5L 1G2

  If
  the above steps do not resolve your concern, you may consider escalating the matter further.

  OMBUDSMAN
  FOR BANKING SERVICES AND INVESTMENTS (OBSI)

  You
  can contact the OBSI who is independent from CIBC, and whose purpose is to review your personal or business complaint when you
  cannot accept the decision of the CIBC Ombudsman.

  You
  can reach the Ombudsman for Banking Services and Investments by:

  Telephone:
  1 888 451-4519 Fax: 1 888 422-2865 E-mail: ombudsman@obsi.ca Web Site: www.obsi.ca

  Write
  to: Ombudsman for Banking Services and Investments P. O. Box 896 STN. Adelaide, Toronto, ON M5C 2K3

  THE
  FINANCIAL CONSUMER AGENCY OF CANADA

  The
  Financial Consumer Agency of Canada (FCAC) supervises federally regulated financial institutions, such as CIBC, to ensure they
  comply with federal consumer protection laws.

  The
  FCAC also helps educate consumers and monitors industry codes of conduct and public commitments designed to protect the interest
  of consumers.

  Federal
  consumer protection laws affect you in a number of ways. For example, financial institutions must provide you with information
  about their fees, interest rates and complaint handling procedures.

  For
  more information, please contact the FCAC by:

  Telephone:
  1 866 461-3222 Web Site: www.fcac-acfc.gc.ca

  If
  you have a regulatory complaint, you can contact the FCAC in writing at:

  Financial
  Consumer Agency of Canada 6th Floor, Enterprise Building 427 Laurier Ave. West, Ottawa, ON K1R 1B9

  The
  FCAC will determine whether the financial institution is in compliance. It will not, however, resolve individual consumer complaints.

  THE
  PRIVACY COMMISSIONER OF CANADA

  If
  your concern involves a privacy issue you may contact the Office of the Privacy Commissioner of Canada by:

  Telephone:
  (613) 995-8210 or 1 800 282-1376 Fax: (613) 947-6850 Web Site: www.privcom.gc.ca

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ADDITIONAL
INFORMATION FOR OUR BUSINESS AND AGRICULTURE CLIENTS

  THE
  CIBC BUSINESS CREDIT PROCESS

  Business
  Credit is essential to many agricultural or business clients. As part of our commitment to open communications, the following
  outlines the steps involved in the CIBC credit application approval process.

  APPLYING
  FOR BUSINESS CREDIT

  At
  any CIBC Branch or office where agricultural or business affairs are conducted, we will provide clear direction on how to apply
  for credit for your business and how to develop an effective business plan.

  THE
  CREDIT APPROVAL PROCESS

  CIBC
  assesses each business credit application on its own merits. The key determining factors in obtaining credit include: the soundness
  of your business plan, the ability of your business to repay the loan requested, the long-term viability of your business, the
  credit history of your business, if any, and the personal credit history of the key principal (s) of your business.

  Once
  your application is approved, CIBC will advise you of the terms and conditions of the financing arrangement for your business,
  including the information and documentation we will need. At your business’ request, CIBC will be happy to provide the
  requirements in writing.

  IF
  YOUR BUSINESS CREDIT APPLICATION IS DECLINED

  To
  the extent permitted by law or regulation, CIBC will inform you what the main reasons for the decision are, and at the same
  time review with you what requirements are necessary for us to reconsider your business credit application. We’ll also
  provide information on alternative sources of financing, such as government assistance programs and venture capital.

  IF
  YOUR BUSINESS CIRCUMSTANCES CHANGE

  Sometimes
  clients who have a credit relationship with us experience a significant change in their business. This could include financial
  difficulty or, conversely, a need for additional funds due to rapid growth. If any such changes occur, CIBC will review your
  existing arrangements to determine next steps. We may ask you for additional information, and we’ll give you reasonable
  opportunity to provide it.

  If
  CIBC’s review determines that a change in our credit relationship is necessary, CIBC will provide you with at least 30
  days notice of what those changes will be, unless we believe, based on reasonable grounds, that a shorter notice period is needed
  to protect our interest. The changes might include amendments to your terms, conditions, fees or lending margins.

  Part
  of the CIBC Service Commitment mandate is to meet the changing needs of our business and agricultural clients. For that reason,
  we believe the sooner we talk, the sooner we can work together towards viable solutions

  UNDERSTANDING
  OUR HOLD POLICY ON CHEQUES

  For
  purposes of this policy:

  “Cheque”
  also includes certified cheques, bank drafts, money orders and other instruments

  Saturday,
  Sunday and holidays are not business days

  UNDERSTANDING
  HOLD PERIODS

  When
  you deposit a cheque in your Business Account, a hold period may apply to allow time for the cheque to clear. The funds will
  appear in your account at the time of deposit, but you may not be able to access them until the hold period expires.

  Even
  after the hold period expires, there is no guarantee that a cheque will not be returned to us unpaid. If a cheque is returned
  unpaid for any reason at any time, either during or after the expiry of the hold period, we have the right to charge the amount
  of the cheque to your account.

  We
  may also accept cheques from you on “collection”, meaning that only if and when CIBC receives payment from
  the financial institution on which the cheque is drawn will the funds be credited to your account and you have access to the
  funds.

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  HOW
                                                        LONG ARE FUNDS HELD?

  The
  length of the hold period for cheques depends on the currency, amount of the cheque and other factors:

  •
  For a CDN$ cheque drawn on a financial institution’s branch located in Canada, the normal length of time we will hold
  funds is 4 business days after the day of deposit. The maximum hold periods are as follows:

  Cheque
  Amount Way You Deposit Maximum Hold Period $1,500 or less In branch 4 business days after day of deposit By ABM or
  any other way 5 business days after day of deposit* Greater than $1,500 In branch 7 business days after day of
  deposit By ABM or any other way 8 business days after day of deposit* * For the CIBC Wallet Depository Service, the day
  of deposit is considered to be the day that the wallet’s contents are accepted for deposit and processed by CIBC.

  •
  For a non-CDN$ cheque drawn on a financial institution’s branch located in Canada, the normal length of time we will hold
  funds is 10 business days. The maximum hold period is 20 business days.

  •
  For a non-CDN$ cheque drawn on a financial institution’s branch located outside of Canada, the normal length of time we
  will hold funds is 15 business days. The maximum hold period is estimatedtobe 30businessdays.

  REASONS
  WE MAY HOLD THE FUNDS BEYOND THE MAXIMUM PERIOD

  We
  may extend the maximum hold periods in some circumstances, including (but not limited to) where:

  CIBC
  has reasonable grounds to believe that the deposit is being made for illegal or fraudulent purposes in relation to an account

  CIBC
  has reasonable grounds to believe that there is material increased credit risk an account has been open for less than 90 days
  the cheque is not encoded with magnetic ink character recognition or is not readable by operational systems (for example, if
  damaged or mutilated) the cheque has been endorsed more than once the cheque is deposited six months or more after the date
  of the cheque The hold period under these circumstances is estimated to be 30 business days and could be longer for non-CDN$
  cheques drawn on a financial institution’s branch located outside of Canada.

  ACCESS
  TO DEPOSITED FUNDS LIMIT

  An
  Access to Deposited Funds Limit may apply to cheque deposits you make in branch, at an ABM or any other way. This is the dollar
  amount you will have access to until the hold period expires on your deposit. CIBC may change the Access to Deposited Funds
  Limit at any time and without notice to you.

  CIBC’s
  Hold Policy and Access to Deposited Funds Limits are subject to the terms and conditions of the Commercial Banking and Corporate
  Banking Business Agreement, which governs your account.

  YOUR
  PRIVACY IS PROTECTED

  DISCLOSURE
  NOTICE

  Doing
  business with a financial institution involves providing information about yourself. At CIBC, you have control over how your
  information is obtained, used and given out. Your information is kept confidential and your privacy is protected. This is explained
  in our brochure, “Your Privacy is Protected”. Please pick up this brochure at any branch or office of CIBC, or on
  our Web site: www.cibc.com. This disclosure notice contains a short summary.

  We
  obtain information about you to:  identify you or locate you  protect us both against error and fraud

  understand
  your needs and eligibility for products and services  recommend particular products and services to meet your needs provide
  ongoing service  comply with legal or regulatory requirements.

  If
  you are an individual client:

  the
  Income Tax Act requires us to ask for your Social Insurance Number when opening an interest bearing or investment account 
  we may verify some of the information you give us with your employer or your references  health information you have
  given to CIBC or a CIBC insurance company is not shared within the CIBC group.

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  YOU
                                                        CAN EXPECT US TO PROTECT YOUR PRIVACY

  Your
  information and the business you do with us is kept in strict confidence. Only authorized personnel have access to your information.
  We collect, use and disclose personal information only for purposes that a reasonable person would consider appropriate in the
  circumstances. We don’t sell your information to third parties. Our procedures and systems are designed to protect your
  information from error, loss and unauthorized access. We keep your information only as long as it is needed. We monitor our
  compliance with applicable privacy legislation.

  We
  may review and analyze your use of products and services, including transactions in your accounts, to help protect you from
  unauthorized use of your accounts, to help us serve you better, and to tell you about other products and services. We also collect
  and analyze information from other sources for the same reasons.

  YOU
  CAN GIVE — OR WITHDRAW — YOUR CONSENT

  We
  need to get your express or implied consent before obtaining or using information about you, or disclosing this information
  to anyone. (There are exceptions, such as when we are required or permitted by law, or it is necessary for our protection.)
  You can withdraw this consent whenever you want, unless legal requirements prevent this.

  There
  are some exceptions: to continue to have credit with CIBC, you must allow us to update your credit information, or in the case
  of business credit, to update credit information on the business itself or the key principal(s) of the business. Not allowing
  us to use information about you may mean we can’t provide certain products or services which may be of use to you

  YOU
  CAN REVIEW AND MAKE CORRECTIONS TO YOUR INFORMATION

  You
  can review your information held by CIBC and make corrections to it. Call us at 1 888 947-7736 or 1 800 324-7542 for services
  in French, and we will be pleased to assist you further. We may ask you to put your request in writing. There may be a charge
  for such a request; if so, we’ll advise you beforehand. We’ll respond to your request within 30 days. If we need
  to extend the time, or we have to refuse your request, we’ll tell you why, subject to any legal restrictions. If you have
  a sensory disability, we’ll give you access to your information in an alternative format if we have it or if it’s
  reasonable and necessary.

  YOU
  CAN CHOOSE NOT TO RECEIVE DIRECT MARKETING

  We
  may tell you about products or services through direct mail, telephone, or other means. If you do not wish us to do so, follow
  the instructions below. This will not limit information which we may send to you with your account statement, or discussions
  with your service representative/adviser.

  YOU
  CAN TELL US YOU DON’T WANT US TO SHARE INFORMATION WITHIN THE CIBC GROUP

  Sharing
  your information enables us to bring suitable products and services of other members of the CIBC group to your attention, such
  as mutual funds and RRSPs. CIBC will share your information within the CIBC group, unless prohibited by law or you advise us
  otherwise.

  Let
  us know if you don’t want us to use information about you as set out above, by calling 1 888 947-7736 or 1 800 324-7542
  for services in French.

  In
  this disclosure notice, “CIBC” and “CIBC group” includes Canadian Imperial Bank of Commerce and its
  subsidiary companies.

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  8102-2013/04

  Commercial
  Banking and Corporate Banking Business Agreement

  INTRODUCTION
  expenses incurred by you and CIBC arising from your failure to notify CIBC in accordance with this section, and you will
  be bound by the terms of this Agreement that apply to electronic or online

  PART
  I – Account Operation Agreement access to statements and Items, Account entries and balances.

  PART
  II – Instructions by Telephone, Fax and Internet E-Mail

  PART
  III – Commercial Bank Machine Service (for Full/Deposit 2. Responsibility to review statements, Items, Account
  entries Only Function) and balance and give notice. You agree to review your statements, Items, Account entries and balances
  at least once INTRODUCTION every 30 days. You further agree to notify CIBC in writing of any errors, irregularities or
  omissions that you discover including, Unless otherwise defined in this Agreement, in this Agreement: among other things, improper
  debits, and Instruments that are

  “Account”
  or “your account”, if you have more than one account altered, are missing signatures or bear forged or unauthorized
  with CIBC, means each such account, and includes a mutual fund signatures, as follows: account. a) within 30 days after your
  electronic or online statement

  “Agreement”
  means this Commercial Banking and Corporate (“eStatement”) has been made available to you; Banking Business Agreement.
  b) within 30 days of the date CIBC mails your paper-based

  “Branch”
  means any branch/business contact centre of Canadian statement to you; or Imperial Bank of Commerce indicated on a Business
  Account and

  Services
  Application and Agreement or other document that you c) within 60 days after the date on which the entry was, or have signed
  that incorporates the terms of this Agreement. should have been, posted to your Account according to CIBC's records, if you
  elect to use CIBC Cash Management

  “CIBC”
  means Canadian Imperial Bank of Commerce

  Online,
  Telephone Banking or CIBC automated bank

  “We”,
  “us” and “our” refer to CIBC. machines to review your Account entries in lieu of receiving paper-based
  statements or eStatements.

  “You”
  and “your” refer to the sole proprietor, partnership, corporation, unincorporated association or other person or
  entity CIBC’s records will be conclusive evidence of the date CIBC or any other type of business structure who has signed
  a makes available your eStatement or Account entries to you, or document that incorporates the terms to this Agreement. mails
  your paper-based statement. You assume all risk of loss and are bound by the terms of this Agreement even if a statement Unless
  the context requires otherwise, words in this Agreement which or related Item is delayed or lost in the mail or is returned
  to CIBC are in the singular include the plural meaning, and words which are in the for any reason, or if you fail to update
  your bankbook or use plural include the singular meaning.

       Online
  Banking, CIBC Cash Management Online, Telephone CIBC may change this Agreement, in whole or in part, at any time. CIBC Banking,
  or CIBC automated bank machines to review statements is not required to give you prior notice of the amendment. CIBC will give
  or Account entries as required above. Failure to notify CIBC will you notice of the change by (at its option) posting a notice
  in your branch have the result described in section 3 of account and/or mailing notice to you (with or on your account statement,
  or otherwise). You may obtain a copy of the revised or 3. Failure to notify CIBC. Except as stated in section 4, upon
  the replacement Agreement at any CIBC branch in Canada. expiry of the applicable period mentioned in section 2, it will be finally
  and conclusively settled between CIBC and you that: If any clause of this Agreement or any document that incorporates this a)
  all entries and balances on your Account are true and Agreement is found by a court to be void or unenforceable, that clause
  correct; will be severed without affecting any other provisions of that document or this Agreement. b) all Instruments paid
  from your Account are genuine, duly authorized and properly signed; This Agreement will be governed by and construed in accordance
  with c) all amounts that have been charged to your Account are the laws of the Province where the Branch that administers your
  properly chargeable to you (including, among other things, account is located and the laws of Canada. You irrevocably submit
  to all interest and service charges, even if the statement does the exclusive jurisdiction of the courts of such Province for
  the not disclose how any interest or charges are calculated); purposes of any legal or other proceedings relating to this Agreement.
  d) you are not entitled to be credited with any amount that is not shown on your statement or Account entries; and PART I
  – ACCOUNT OPERATION AGREEMENT e) you release CIBC, its directors, officers, employees and In consideration of CIBC
  dealing with or continuing to deal with you in agents from all claims in connection with your Account and connection with your
  banking business with CIBC, you agree with any Items related to your Account.

  CIBC
  as follows:

  4.
  Exceptions. The provisions of section 3 do not apply to:

  1.
  Statements, Account entries and balances. We will provide a) errors, irregularities and omissions if you notify CIBC
  in you with electronic or online access to your statements, Account writing within the applicable time period mentioned in section
  entries and balances through Online Banking, CIBC Cash 2 except as stated in section 5, and, Management Online (CMO), Telephone
  Banking and/or CIBC b) any amounts mistakenly or improperly credited to your automated bank machines. If you receive paper-based
  Account which CIBC may correct at any time. statements for your Account and copies of Items that relate to it, you authorize
  CIBC, until further notice, to mail your statements 5. Exclusion of Liability. CIBC will not under any circumstances
  be and copies of related Items to you (at your risk) from time to time liable to you for any damages or losses, even if CIBC
  is notified (by ordinary mail) to the most recent address recorded by the within the applicable time period mentioned in section
  2, arising, Branch that administers your Account, or such other address directly or indirectly, from or in connection with:
  specified by you in writing to CIBC. You will notify CIBC promptly a) your failure to comply with any provision of this Agreement,
  in writing of any change of your address. Such notice must be b) incomplete or incorrect information you supplied to CIBC, made
  to the manager of your Branch of account. If you maintain c) any act or omission by you or any of your employees, agents Accounts
  at more than one branch, you must notify each such or other representatives, branch. If a statement is returned to CIBC as undeliverable,
  you understand that until such time as you provide CIBC with a d) any forged or unauthorized endorsement on, or alteration of
  , current mailing address, no further paper-based statements will an Instrument drawn on your Account (unless CIBC be mailed
  to you, you will be liable for all damages, losses and negotiated the Instrument), or

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  8102-2013/04

  Commercial
  Banking and Corporate Banking Business Agreement

  e)
  any forged or unauthorized signature upon an Instrument, clearing and settlement rules, regulations or laws of any other unless
  you prove: jurisdiction). You will owe CIBC each amount so debited. You will reimburse CIBC for any charges and expenses that
  CIBC

  the
  loss was not caused in whole or in part by any of reasonably incurs in connection with any of the above matters. the events
  described in (i) to (iii) of this section 5; and If you draw any Instrument on CIBC and the Instrument is the loss was unavoidable
  despite your having taken all negotiated at any branch or agency of CIBC, CIBC may, at its reasonable steps to prevent the forged
  or unauthorized discretion, immediately debit the amount of the Instrument from signature and the resulting loss and your having
  in the account on which it is drawn. place the procedures and controls to supervise and monitor your employees, agents or other
  CIBC may debit your account in connection with any Instrument representatives. which would otherwise be an improper debit if
  the result is that a just

  6.
  Preparation of Instruments and internal supervision. You either debt of yours is paid. You will continue to be liable
  for Instruments have in place or will immediately put into place systems, procedures drawn on or deposited to your Account which
  are outstanding and and controls effective to prevent and/or detect thefts of, and have not been cleared even after your Account
  has been closed forgeries and frauds involving, Instruments. You will also notify regardless of whether such closure is initiated
  by CIBC or CIBC as soon as possible, (but in no event later than 24 hours) voluntarily by you. after learning or suspecting
  of any loss or theft of Instruments or 10. Waiver of presentment, etc. You waive every presentment, notice of any other
  circumstances from which one may reasonably infer that dishonour and protest of every Instrument that you have drawn, a fraud
  may occur in connection with your Account. accepted or endorsed and that is at any time delivered to any branch

  7.
  Stop payments. (This section does not apply if you have made of CIBC for any purpose. You agree that, in such case, you
  will be other arrangements in writing with CIBC in regards to stop liable to CIBC on every such Instrument as if presentment,
  notice of payment of Instruments and/or pre-authorized debits). If you give dishonour and protest had been duly done or given.
  If CIBC considers CIBC instructions to stop payment of any Instrument or any pre- that it is in either its or your interest
  that any such Instrument should authorized debit (such Instrument or pre-authorized debit, as the be noted or protested for
  any reason then, at CIBC's discretion, it may case may be, is referred to in this section as the “Debit Item”),
  you be noted or protested accordingly, at your expense, and you will owe acknowledge that you will provide CIBC with complete
  details of the CIBC the amount of such expenses. CIBC will not, however, be liable Debit Item, and pay the appropriate service
  charge. CIBC will use to you for any failure or omission to note or protest any such all reasonable efforts to stop payment
  of the Debit Item. You Instrument. acknowledge that stop payment instructions for a Debit Item remain 11. Endorsement. If
  you deposit any Instrument to your Account or in effect only for a limited period as established by CIBC from time endorse any
  Instrument, you will be conclusively considered to to time, and that CIBC will have no liability to you or any other have (i)
  guaranteed the authenticity of all endorsements, and (ii) person if such Debit item is paid after the expiry of such period.
  If undertaken that you will supply any necessary endorsements. your stop payment instructions are received after a Debit Item
  has This means that you will reimburse CIBC for the amount of any already been paid, CIBC will refund you the service charge
  and you Instrument if, due to the nature of any endorsement or its being will have no further claim against CIBC. CIBC is only
  required to forged or unauthorized, payment to you was improperly made, or stop payment of the Debit Item if it matches exactly
  the details you if any necessary endorsements are not supplied to CIBC within a have provided. If any of the relevant details
  are wrong and CIBC reasonable time. You appoint the Manager or Acting Manager of pays the Debit Item, CIBC does not have to
  reimburse you for the the Branch that administers your Account as your attorney from amount of the Debit Item or the service
  charge. If for any other time to time to endorse, in your name, all Instruments that are reason the Debit Item is paid, then
  subject to the terms of this either cashed to your credit or deposited to your account and that section, CIBC will reimburse
  you for the amount of the Debit Item you have not endorsed.

  (and
  refund you the service charge) unless it represents payment of a just debt. You will review your account statements to determine
  if 12. Dormant Accounts. You may not be provided with eStatements the Debit Item has been paid in error, and, if so,
  you will notify CIBC if there are no entries posted to your Account in respect of immediately. CIBC will not, however, be required
  to reimburse you transactions, interest or service fees or other charges for at least for the amount of the Debit Item unless
  you notify CIBC within the six months. Paper-based statements will not be sent to you if timeperiodspecifiedinsection2above.
  there are no entries posted to your Account in respect of transactions, interest or service fees or other charges since either

  8.
  Holds Policy. You agree that a waiting period or “hold” as the date your Account was opened or the date of
  the last disclosed in CIBC’s hold policy (as amended from time to time) statement sent to you. CIBC is entitled to close
  your Account if will be placed on the amount of Instruments deposited or there have been no deposits, withdrawals or Instruments
  drawn transferred to your Account before you are able to withdraw the on your Account for any period of six consecutive months
  and the funds. CIBC may, however, in its sole discretion, establish an balance is nil. access to deposited funds limit for your
  Account which is the portion of your deposit to which you may have immediate access 13. CIBC’s right to freeze or close
  your account. CIBC may freeze during the hold period. CIBC may change or cancel this limit at or close your Account without
  notice if required by law or if at any anytime with or without any notice to you. Instruments may be time CIBC has reasonable
  grounds to believe that you did or may returned unpaid for any reason, either during or after the expiry of commit fraud, use
  your account for any unlawful or improper the applicable hold period, or after release by CIBC of the hold. purpose, cause a
  loss to CIBC, operate your Account in a manner You will be solely responsible for returned Instruments and CIBC unsatisfactory
  to CIBC or contrary to CIBC policies, or violate the has the right to charge the amount of any returned Instrument to terms
  of any agreement applicable to your Account or any account-any of your Accounts. In that case, CIBC may attempt on your related
  service. CIBC may also close your Account if you are a behalf to obtain payment for the Instrument from the drawer of the victim
  of fraud or identity theft in order to prevent future losses. Instrument or the drawer's financial institution, but CIBC will
  not be liable for doing so late or improperly or not doing so at all. 14. Third party demands. CIBC will comply with
  any lawful third party demands that it receives in respect of your Account. You

  9.
  Debiting your account. CIBC may debit any Account of yours at agree that if CIBC complies with a third party demand,
  it may any branch of CIBC with the amount of (i) any counterfeit or charge its reasonable costs to do so against your Account.
  otherwise invalid currency deposited or transferred to your Account, (ii) any Instrument that is payable at a CIBC Branch and
  15. Legal representatives. If your legal representative demonstrates that is drawn, made or accepted by you, or
  (iii) any Instrument legal authority to act on your behalf (for example, by way of power that, having been previously cashed
  by CIBC or credited to any of of attorney), CIBC may accept and act in accordance with your Accounts is returned to CIBC for
  any reason or in respect of instructions from such representative. which CIBC does not receive settlement for any reason (whether
  16. Foreign currency transactions. CIBC may, in its discretion, or not such return or non-settlement is in compliance
  with the By-permit transactions in a currency different from that of your laws or Rules of the Canadian Payments Association
  or the

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       Account.
  The foreign currency will be converted to the currency of discretion and subject to availability, provide you with copies of
  your Account at the exchange rate determined by CIBC on a date Account statements, Items or other documents at your request.
  determined by CIBC, which date may be different from the date If you request copies of any Items or other documents and the
  you performed the transaction. You agree that foreign currency originals have been transferred to some other storage medium
  Instruments deposited to your Account and returned to CIBC and destroyed, you will accept copies made from that storage unpaid
  for any reason will be converted to the currency of the medium. You acknowledge that CIBC is not required to produce account
  based on a foreign currency exchange sell rate copies of any Items or other documents if neither the originals nor determined
  by CIBC on a date determined by CIBC and the any copies exist at the time your request is processed. converted amount will be
  charged back to your Account. CIBC is not responsible for any losses you may incur due to changes in You will pay CIBC its applicable
  charges for any searches you foreign currency exchange rates or the unavailability of funds due request. CIBC may, however,
  require you to pay part of such to foreign currency restrictions. You agree that any claims CIBC search fees in advance. may
  have against you, and any service or other charges related to your Account, can be deducted from your account in the same 22.
  Digital or Electronic Representations. You acknowledge that currency as the Account. digital or electronic representations
  of cheques and other Instruments, or the relevant information from the cheque or 17. Assignment of claim. If CIBC notifies
  you, you will transfer and Instrument, may be made or captured and used by financial assign to CIBC, in connection with any
  and all Instruments institutions involved in the exchange and clearing of payments in discounted by or deposited to CIBC, or
  which you have cashed, Canada and elsewhere, in which case the original paper item may all claims you have against the drawees
  of such Instruments. If be destroyed and not returned to you. CIBC is entitled to act upon any such Instrument is returned to
  CIBC, CIBC may at its such a representation or information for all purposes as if it were discretion take in your name any proceedings
  for collection of the the original paper item. You acknowledge that CIBC and other amount of such Instrument. financial institutions
  may reject any cheque or other Instrument that does not comply in all respects with all applicable by-laws, 18. If thereisnoCIBC
  branch. If, in connection with your banking regulations, rules and standards of CIBC and the Canadian business, it is necessary
  to do something at a place where there Payments Association. is no CIBC branch, CIBC may use the services of any bank or other
  financial institution or agency (the "correspondent bank") to 23. Data processing. CIBC may use the services of any electronic
  do so. In such case, CIBC will not be liable for any act or omission data processing service bureau or organization in connection
  with of the correspondent bank in the performance of the services keeping your Account. In such a case, CIBC will not be liable
  to required of it or for the loss, damage, destruction or delayed you by reason of any act, delay or omission of such service
  delivery of any Instrument, security, certificate or other document bureau or organization in the performance of the services
  of any kind while in transit to or from, or while in the possession required of it. of, the correspondent bank.

       24.
  Credit information. If you ask CIBC to obtain credit information 19. Payment of indebtedness, etc. Unless other
  arrangements have on another person, firm or corporation, it will be only in connection been made with CIBC (in writing or otherwise),
  you will pay CIBC with a person, firm or corporation with whom you have or propose immediately the amount of any indebtedness
  (including, among to have financial dealings and from whom you have consent to other things, any overdraft) or liability that
  you owe to CIBC. You obtain such credit information. You will keep such information will immediately reimburse CIBC for any
  expenses that CIBC confidential. You will not disclose it to any other person, firm or pays or incurs (including, among other
  things, all reasonable legal corporation. Neither CIBC nor the responding entity, or any of fees and disbursements) in connection
  with or arising out of (i) the their respective employees, will be liable in connection with such operation of your Account
  or the collection of such indebtedness credit information or the accuracy or completeness of the or liability, and (ii) claims
  or demands made by third parties and information. You will indemnify and save harmless CIBC and the that are related to your
  Account. responding entity, and their respective employees, from any liability incurred in connection with such credit report.
  If a financial CIBC may immediately debit any of your Accounts for any amount institution or other person, firm or corporation
  requests credit which, by the terms of this Agreement, you owe CIBC. Except as information about you, you consent to CIBC providing
  such otherwise agreed in writing, you will pay any applicable fees or information from time to time. If, instead, you do not
  consent but charges as declared by CIBC from time to time plus interest wish CIBC to ascertain your specific authority for each
  enquiry, monthly on the amounts that you owe CIBC, calculated on the you can make special arrangements with CIBC by calling
  the daily balance of the amount owing (before and after demand, Business Contact Centre at the telephone number provided you.
  default and judgment) at CIBC's Standard Overdraft Rate, as declaredbyCIBCfrom timetotimewithinterestonoverdue 25. Signing
  Authority. (If you are a corporation or unincorporated interest at the same rate. association, this section applies.)
  Youwill provideCIBC,inthe form required by CIBC, with a certified copy of your general 20. Set-off debts against Accounts.
  CIBC may apply a credit banking resolution appointing authorized signing officers or (positive) balance in any of your Accounts
  against any debt or authorized signatories and a list of all persons authorized to act in liability you may owe to CIBC or any
  affiliate of CIBC no matter how accordance with such resolution, as well as specimens of their long it has been owed. CIBC may
  do so in any manner it considers signatures. CIBC may rely on everything that is done and on all necessary without first giving
  you notice. This right operates despite documents signed on your behalf in accordance with such any demands that may have been
  made by a third party. You resolution. All such documents will be valid and binding upon you acknowledge that in the event that
  CIBC or its affiliate receives whether or not your corporate seal (if you are a corporation and notice of your bankruptcy, insolvency
  or similar arrangement, either there is a corporate seal) has been placed on any such document.

  CIBC
  or its affiliate, as applicable, can immediately exercise this

       Each
  office and branch of CIBC may act in accordance with such right of set-off without prior notice to you. This right is in addition
  to resolution and documents until due written notice to the contrary any rights which CIBC may have at law in respect to set-off
  or has been given to and received by a responsible person of such consolidation of accounts. office or the manager or acting
  manager of such branch, as the 21. Storing information. CIBC may record and store all information case may be.

  (including,
  without limitation, all Items) relating to your Account in

       26.
  Borrowing Powers. (If you are a corporation, this section applies, such form and by such means as CIBC sees fit.
  You acknowledge and you are referred to in this section as the “Corporation.”) You that CIBC is not required
  to retain or return original Items (other certify that either the directors of the Corporation may, without than to retain and
  return to you the Items normally returned to you authorization of the shareholders, or all necessary corporate in accordance
  with CIBC's general practice in connection with action has been taken to authorize the directors of the accounts such as yours)
  or to provide you with copies of any Corporation to:(a) borrow money or otherwise obtain credit upon Account statements, Items
  or other documents. CIBC may, in its the credit of the Corporation; (b) issue, reissue, sell or pledge debt obligations of the
  Corporation (c) give a guarantee on behalf

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       of
  the Corporation to secure performance of an obligation of any involved in the transferring, remitting or settling of your person;
  (d) mortgage, hypothecate, pledge, assign, transfer or payment to provide such Settlement Parties with your otherwise create
  a security interest in all or any property of the payment information (which may include, but is not limited Corporation, currently
  owned or subsequently acquired, to secure to, your name, address and account number). You consent any obligation of the Corporation;
  and (e) delegate any of the to such disclosure and acknowledge that such information powers of the directors in regard to the
  foregoing to one or more will be subject to both domestic and foreign laws, rules directors, a committee of directors or one
  or more officers of the regulations applicable to such Settlement Parties. Corporation. b) You will indemnify and save CIBC
  harmless from and You undertake to notify CIBC of any changes respecting the against all loss, claims, actions, prosecutions
  or proceedings powers of the Corporation or its directors or officers to do any of in any way relating the Account; the things
  listed in this section 26. You further undertake to notify c) CIBC may close the Account, at any time after fifteen days CIBC
  of any changes respecting (i) the authority of any director, written notice mailed to you at the Branch, by mailing to you officer
  or employee to sign on the Corporation’s behalf or (ii) any at the Branch a demand draft in favour of you and payable
  at resolutions of the directors or shareholders of, or any unanimous the place mentioned in paragraph (a) above for the balance
  shareholder agreement relating to, the Corporation of which CIBC then at credit of the Account; holds copies. d) CIBC may make
  and debit to the Account a reasonable Each office or branch of CIBC with which any dealings are had by charge for keeping and
  operating the same and also for the Corporation may rely upon this section 26 and upon any and each cash withdrawal which CIBC
  may see fit to permit all documents referred to herein until notice to the contrary or of notwithstanding paragraph (a) above
  and CIBC will advise any change is given in writing to a responsible person of such you on request as to the rate of all charges.
  office or the manager or acting manager of such branch, as the 30. Limitation of CIBC’s Liability. You understand
  and agree that, case may be. except as expressly provided for in section 4(i) and section 7, and 27. Service fees, interest
  and disclosure. You agree that CIBC may in addition to those limitations of liability set out elsewhere in this periodically
  debit any of your Accounts with the service fees that Part I, CIBC will be liable to you only for direct damages resulting CIBC
  establishes from time to time in connection with the operation from gross negligence, fraud or willful misconduct of CIBC arising
  of your Account. You acknowledge having received a copy of directly from the performance of CIBC of its obligations under this
  CIBC's current business account service fees disclosure brochure Part I and CIBC will not be liable to you for any other direct
  and having read and understood it, and you agree to be bound by damages. In addition, CIBC will not under any circumstances
  be the terms contained in such brochure. You also acknowledge liable to you for any other damages, including, without limitation,
  receiving copies of CIBC's privacy disclosure notice and service indirect, incidental, special, punitive or consequential losses
  or commitment brochure and having read and understood them. damages, loss of profits, loss of revenue, loss of business CIBC's
  standard fees, as established by CIBC from time to time, will opportunities, or any other foreseeable or unforeseeable loss
  apply, unless you and CIBC agree otherwise in a contract. You resulting directly or indirectly out of this Part I or the services
  acknowledge that, from time to time, CIBC may change the interest provided to you, even if CIBC was advised of the possibility
  of rates, how interest is calculated, and the service fees which apply to damages or was negligent. These limitations apply
  to any act or the Account. If interest is paid on your Account, CIBC will advise omission of CIBC, its affiliates, agents or
  suppliers, whether or not you of interest rate or other interest changes by posting the new the act or omission would otherwise
  give rise to a cause of action rates and any interest changes in its branches. Where banking law in contract, tort, statute
  or any other doctrine of law. Gross requires, information about new or increased service fees will be negligence in this section
  means conduct (whether through action provided to you in writing at least 30 days before the increased or or inaction, or through
  words or silence) which is (i) a marked and new fee is effective. flagrant departure from the conduct ordinarily expected of
  a reasonable and prudent person in the position of CIBC, or (ii) so 28. Facsimile Signature of Cheques (if you requested
  Facsimile wanton and reckless as to constitute an utter disregard for

  Signature
  of Cheques, this section applies). You hereby harmful, foreseeable and avoidable consequences. This Section authorize and
  direct CIBC to pay all instruments purporting to be shall survive any termination of this Part I or this Agreement. cheques,
  drafts, orders for the payment of money and other Instruments issued by you and purporting to bear facsimile 31. Definitions.
  In this Part I: signatures of any of the persons who from time to time are "Instruments" includes cheques and other bills
  of exchange, authorized to sign such Instruments for and on your behalf. You promissory notes, drafts, money orders, bill payment
  remittances, further agree that: bankers’ acceptances, coupons, orders for payment of money, clearing items and other
  instruments, whether negotiable or non-a) all such Instruments may be dealt with by CIBC to all intents negotiable. and purposes
  and shall bind you as fully and effectually as if signed in the handwriting of and duly issued by such persons “Items”
  means the Instruments, withdrawal forms, debit memos for and on behalf of you; and (whether relating to preauthorized debits
  or otherwise) and other vouchers that relate to entries on your Account statement or that b) you will provide CIBC with specimens
  of such facsimile relate to your Account and that are normally provided in signatures which may be acted upon by each branch
  of accordance with CIBC’s general practice.

  CIBC
  with which any dealings are had by you until notice to the contrary or of any change therein has been given to the

       PART
  II – INSTRUCTIONS BY TELEPHONE, FAX AND INTERNET manager or acting manager of such branch.

  E-MAIL

  29.
  Foreign Currency Account (if you requested a Foreign

  In
  exchange for Canadian Imperial Bank of Commerce and the Canadian

  Currency
  Account, this section applies)

       Imperial
  Bank of Commerce group of companies (including any third a) party service provider to Canadian Imperial Bank of Commerce Account
  (collectively, “CIBC”) agreeing to accept instructions and information in cable transfer payable at the principal
  city accordance with this Part II, you agree as follows: of the country of the currency involved and the payment thereof shall
  be subject to the applicable laws in force from 1. Instructions. You authorize CIBC to accept instructions from you time
  to time at such place, including, without limitation, by telephone (including hereafter cellular phone) or fax to deal in orders,
  rules, regulations and directives of departments of any manner with your account(s), property, holdings and/or government or
  boards, authorities or agencies thereof. In instruments or any other service or product provided by CIBC as order to process
  your payment CIBC may be required by law CIBC may authorize from time to time in its discretion. or by correspondent or beneficiary
  banks or other financial institutions, associations or agencies (“Settlement Parties”)

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  You
  understand that CIBC reserves the right, but not the obligation, This will be the case even if, among other things, they did
  not come to first obtain verbal or written confirmation before executing any from you, were not properly understood by CIBC
  (except for CIBC’s such instructions. gross negligence or willful misconduct) or were different from any of your previous
  or later Communications. Communications will only be You authorize CIBC to communicate with you, or your designate, by valid
  at the CIBC office at which they are received. If you need to fax. This may include sending confidential information to you,
  or send Communications to more than one CIBC office, you will send your designate, at your request. separate Communications
  to each of them. For example, if you hold accounts at multiple branches, including separate investment

  2.
  Use of e-mail and other Non-Secure Methods of Electronic accounts, you must send separate notices to each branch or office.

  Communication.

       6.
  Doubts as to my Communications. CIBC does not have to act a) Definitions. In this Part II, “e-mail”
  means Internet e-mail; upon any of your Communications if it is unsure whether they are accurate or are really from you, or
  if CIBC does not understand “Non-Secure Methods of Electronic Communication” include them. but are not limited to
  fax, e-mail, telephone and cellular phones; and “Secure Service” means a service offered by 7. Indemnity clause.
  You will indemnify and save CIBC harmless from CIBC which uses Non-Secure Methods of Electronic any claims, losses, liabilities,
  damages and expenses that CIBC

  Communication
  but is secure or appropriate due to its incurs, including without limitation all legal fees and expenses, arising features,
  and which is governed by its own legal terms. from CIBC acting, or declining to act, on any of your Communications.

       This
  indemnity is in addition to any other indemnity or assurance b) No Instructions to conduct transactions by e-mail. CIBC
  against loss provided by you to CIBC. has restrictions against accepting or acting upon instructions

       8.
  Signing Authority. If you are a corporation, partnership, trust, co-to conduct transactions that are sent by e-mail.
  You therefore operative, association, or other entity, CIBC may only accept your agree that CIBC will be under no obligations
  to act upon such Communications when they are from, or purport to be from, your instructions, including but not limited to instructions
  for the signing authorities who are authorized to sign in accordance with purchase, transfer, sale or redemption of investments,
  the your general banking resolution or equivalent document on file withdrawal or transfer of funds and/or any instructions that
  with CIBC. You shall ensure that all of your signing authorities are require a client signature. familiar with the terms of
  this Part II. You agree that you will provide CIBC with up to date signing authority information at the c) Exception to (b).
  As an exception to paragraph 2(b), CIBC’s branch or office that administers your account(s) and obligation to accept
  or act on e-mail instructions sent through a acknowledge that only duly appointed signing authorities will Secure Service will
  be as set out in the applicable legal terms provide instructions to CIBC, notwithstanding the terms or for that service. When
  using a Secure Service, you must provisions of any other account agreements. In the event that you safeguard any identification
  number(s), password(s) or other have failed to provide CIBC with up to date signing authority security device(s) provided, and
  act in accordance with its information, then CIBC shall accept instructions from the most applicable legal terms. current authorized
  signing authorities on record and CIBC will not be liable for any losses that may be incurred as a result. d) E-mail communications:
  You acknowledge that CIBC may contact you by e-mail. This may include (i) CIBC sending You confirm that you have obtained
  the applicable approvals from confidential information to you or your delegate, on your your board of directors, shareholders,
  members, trustees, etc., as request; and (ii) you or your delegate sending confidential applicable, to abide by the terms and
  provisions of this Part II and you information to CIBC. will provide CIBC with appropriately signed resolutions, instruments,
  agreements, or other applicable documents to this effect.

  3.
  Risks of using Non-Secure Methods of Electronic

  9.
  General.

  Communication.
  You understand that Non-Secure Methods of

  Electronic
  Communication are not secure means of a) Business Hours. CIBC will only act on any of your communication and that CIBC
  does not use encryption or digital Communications during usual business hours of the CIBC office signatures for incoming or
  outgoing e-mail. You also understand at which they are received on the earliest banking day possible. that CIBC recommends that
  customers not use Non-Secure b) Monitoring Facilities. CIBC will use reasonable efforts to Methods of Electronic Communication
  for any confidential purposes or share their Internet access with others. If you monitor its communications facilities to determine
  if it has nonetheless choose to do so, you assume full responsibility for received any instructions or information from its
  customers. the risks of doing so. These risks include, without limitation, the Since CIBC’s ability to act on your Communications
  depends possibility that: on the normal functioning of various communication facilities, CIBC is not liable for any delay or
  failure to receive your a) someone other than the intended recipient could receive, Communications. intercept, read, retransmit
  or alter your messages; c) Admissibility. If it wishes, CIBC may enter any photocopy, b) messages could be lost, delivered
  late, or not received; computer-generated copy, reproduction, tape recording or c) someone could send unauthorized instructions
  or other transcript of tape recording that CIBC has of your messages under your name or your identity; Communications into evidence
  in any legal proceeding as if it d) computer viruses could be spread by e-mail causing damage were an original document. That
  copy will be sufficient and to computers, software or data. CIBC therefore recommends valid proof of the information contained
  in it. that all customers use up-to-date virus-checking software. d) Termination. Either CIBC or you may terminate the

  4.
  Acting on instructions. Subject to paragraphs 1, 2 and 6, CIBC agreement described in this Part II at any time by giving
  may rely and act on Non-Secure Methods of Electronic written notice of termination to the other party, and such Communication
  instructions and information from, or purporting to be termination will be effective on the date that written notice is from,
  you, your Internet identification number(s) or other security received by the other party or any other date agreed to by device(s),
  or your e-mail address, as if you had given CIBC such CIBC and you. Paragraphs 7, 8, 9(c), and 11 will survive any instructions
  or information in writing, unless CIBC has received written such termination. notice to the contrary. (In this Part II, the
  term “Communications” means any form of communication which may be authorized by CIBC 10. Changes to this Part
  II. CIBC may change this Part II, in whole or from time to time, including without limitation, Non-Secure Methods of in
  part, at any time. CIBC is not required to give you prior notice of Electronic Communication instructions or information from,
  or the amendment. CIBC will give you notice that this Part II has been purporting to be from you.) or will be changed by (at
  its option) posting a notice in the branch or office that administers your account(s) or mailing notice to you (with

  5.
  Validity of Communications. All your Communications that CIBC accepts and acts upon will be considered to be valid and
  authentic.

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  or
  on your account statement, or otherwise). You may obtain a copy of the revised or replacement Part II at any CIBC branch in
  Canada.

  11.
  Limitation of CIBC’s Liability. You understand and agree that, in addition to those limitations of liability set
  out elsewhere in this Part II, CIBC will be liable to you only for direct damages resulting from gross negligence, fraud or
  willful misconduct of CIBC arising directly from the performance of CIBC of its obligations under this Part II and CIBC will
  not be liable to you for any other direct damages. In addition, CIBC will not under any circumstances be liable to you for any
  other damages, including, without limitation, indirect, incidental, special, punitive or consequential losses or damages, loss
  of profits, loss of revenue, loss of business opportunities, or any other foreseeable or unforeseeable loss resulting directly
  or indirectly out of this Part II or the services provided to you, even if CIBC was advised of the possibility of damages or
  was negligent. These limitations apply to any act or omission of CIBC, its affiliates, agents or suppliers, whether or not the
  act or omission would otherwise give rise to a cause of action in contract, tort, statute or any other doctrine of law. Gross
  negligence in this section means conduct (whether through action or inaction, or through words or silence) which is (i) a marked
  and flagrant departure from the conduct ordinarily expected of a reasonable and prudent person in the position of CIBC, or (ii)
  so wanton and reckless as to constitute an utter disregard for harmful, foreseeable and avoidable consequences. This Section
  shall survive any termination of this Part II or this Agreement.

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  c)
  Instructions and Records. You direct CIBC to accept the

  PART
  III – COMMERCIAL BANK MACHINE SERVICE (if you have instructions you give CIBC through this Service as if you applied
  for and been approved for either Full Function Service or have given them in writing and in person at a CIBC branch. Deposit
  Only Service this Part III applies to you).

       CIBC
  may keep any type of records it wishes, including tape Your ability to access Account deposits through the Service or recorded
  or electronic records. The records of CIBC with otherwise is subject to CIBC’s policies and procedures respecting hold
  respect to all Instant Banking Transactions and to the periods on cheques and Bank Machine deposits (including cash contents
  of envelopes placed in the Instant Teller units shall deposits), as amended from time to time, and to the access to be conclusive
  and binding upon you and will be admissible in deposited funds limit which CIBC has set for your Account. CIBC may legal proceedings
  as the best evidence of the Instant change the access to deposited funds limit at any time and without Banking Transaction.
  All Instant Banking Transactions, notice to you including envelope contents, are subject to verification, acceptance and adjustment
  by CIBC. If credit is given for a In exchange for CIBC permitting you to use the Service you agree that: cheque or deposit item,
  such a credit and any interest may

  1.
  The Service. be reversed if CIBC does not receive full payment in respect a) Use of Service. Your use of the Service
  will show that you of that cheque or item. have received and read this Part III. You will use the Service d) Service Charges.
  CIBC may impose service charges for strictly in accordance with CIBC's instructions in effect from Instant Banking Transactions
  and for use of the Service in time to time. You acknowledge that CIBC's instructions in accordance with the Disclosure Form
  and as CIBC may effect from time to time, at the time and from time to time as otherwise notify you from time to time. You authorize
  CIBC you make use of the Service, may identify specific limitations to debit those service charges to any of your Bank Accounts.
  of the Service in respect of the Instant Banking Transaction Copies of the current Disclosure Form may be obtained at being
  performed, and you agree to be bound by all such any time from any CIBC Commercial Banking Centre in instructions and that CIBC
  will not be liable for use of the Canada. Information regarding service charges and changes Service that is not strictly in
  accordance with CIBC to service charges will be disclosed to you in accordance instructions. CIBC may impose daily limits on
  withdrawals, with applicable laws. transfer and other transactions, and may change these limits e) Termination or Alteration
  of the Service. CIBC may at any at any time with or without notice to you; except that CIBC time without notice to you,
  shall notify you of any changes from time to time made in your daily ABM withdrawal limit and/or daily debit card limit, i)
  withdraw any ABM/Debit Terminal or other part of the if any, which apply to each Access Card that CIBC allows Service from use;
  you to use in connection with the Service. Each Instant ii) withdraw its permission to you to use all or any part of Banking
  Transaction will be debited or credited, as the Service; or applicable, to your Bank Account designated at the time of iii)
  cancel or alter all or any part of the Service, such transaction and processed in accordance with CIBC's without being liable
  for any loss or inconvenience to you or normal practice. ABM/Debit Terminal transactions will be any other person resulting
  from such action. Each Client effective as follows: Access Card is the property of CIBC, and you will return it i) transactions
  (except as set out in ii) and iii) following) immediately to CIBC at CIBC's request. You may terminate done before 6 p.m. on
  a Banking Day will be effective this Agreement at any time upon written notice to CIBC and as of the same Banking Day; if done
  after 6 p.m. or on such termination is effective only when CIBC receives your a non-Banking Day, they will be effective the
  next notice. If you terminate this Agreement, you will immediately Banking Day; return to CIBC all Access Cards. ii) deposits
  to Rapidtrans accounts made before 6 p.m. f) Dispute Resolution. local time or 6 p.m. Eastern Time (whichever comes first)
  on a Banking Day will be credited as of the same i) If you have any inquiry regarding the accuracy of an day; if made after
  6 p.m. local time or 6 p.m. Eastern Instant Banking Transaction or any dispute with CIBC

       Time
  (whichever comes first) or on a non-Banking Day, arising from your use of the Service, you will bring it to they will be credited
  as of the next Banking Day; and the attention of the Branch of Account for the Bank iii) (applicable only if you have Full Function
  Service) bill Account which you accessed using the Service. If the payments by ABM/Debit Terminal and transfers to a Branch
  of Account is unable to resolve the matter, third party's Bank Account by ABM/Debit Terminal disputes will be referred to a
  senior level within CIBC.

       (when
  allowed), may not be processed for two or more During the process of dispute resolution, you will not be Banking Days. unreasonably
  restricted from the use of funds which are the subject of dispute. b) Access to Bank Accounts. ii) If you have Full Function
  Service and you use the i) If you have Full Function Service, you will not make any Service to purchase goods or services from
  a withdrawal, transfer or Bill Payment from a Bank merchant, any disputes or claims regarding the goods Account which exceeds
  the credit balance available to or services purchased (including any right of set-off), you in such Account or if the Bank Account
  is a loan must be settled between you and the merchant. CIBC is account or has overdraft protection, the amount of not responsible
  for any problems with goods or services credit available. Nevertheless, you will be liable for all you purchase through using
  the Service. If you have indebtedness incurred in contravention of this and all disputes with respect to Bill Payments or transfers
  to loss suffered by CIBC as a result of any such Bank Accounts held by third parties, you must settle contravention. CIBC shall
  have no obligation to notify them directly with the Bill Issuer or third party. CIBC will you if the Access Card is used in
  contravention of this not be liable if a Bill Issuer does not give you credit for a (whether or not CIBC shall have given notice
  at any Bill Payment, imposes any additional charges (such as previous time or times). If you withdraw or transfer late fees
  or interest penalties) or takes any other funds in a foreign currency from a Bank Account, CIBC actions with respect to you.
  will debit your Bank Account in Canadian funds at an exchange rate determined by CIBC plus an g) Confidentiality of Secret
  Code. You must keep and will be administration fee. This rate may not be the rate in responsible if any Authorized User
  does not keep each effect on the date of the Instant Banking Transaction. Access Card and its corresponding Secret Code separate
  from one another at all times. You will be liable for poorly ii) You understand that if any Bank Account(s) is/are disguised
  Secret Codes and you acknowledge that there are inactive (meaning that there have been no transactions certain combinations
  of letters or numbers such as names, for at least 6 months), you may not be able to access addresses, birthdays, phone numbers
  and personal ID such Account(s) through the Service. numbers that you must not use when selecting your Secret

  Page
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  8102-2013/04

  Commercial
  Banking and Corporate Banking Business Agreement

  Code.
  You also understand that you must not use as a Liability for Losses from Unauthorized Use After Secret Code any part
  of the number which is on the Access CIBC is Notified. You will not be liable for Losses Card to which it corresponds.
  Each Secret Code must be which result from unauthorized use of an Access Card kept confidential and shall not be disclosed to
  anyone other or a Secret Code after you notify CIBC in accordance than the Authorized User of the Access Card to which that
  with paragraph 1 (h) of the loss, theft or misuse of the Secret Code corresponds. If for any reason your Secret Access Card
  through which such Losses occur, or that Code becomes known or you suspect it has become known the specific Secret Code through
  which those Losses to anyone other than the Authorized User, you shall occur was disclosed to, learned or obtained by anyone
  immediately change the Secret Code and comply with else, or may have become known by anyone else. paragraph 1 h) below.

       
  Amount of Liability. You will be liable for all Losses h) Loss or Theft of Card. If, for any reason, you know
  or which occur each day, subject to the above paragraphs suspect a Secret Code has become known to anyone other (but only up
  to the amount of the daily withdrawal limit than the Authorized User of that Access Card, and/or if any established by CIBC,
  if you have Full Function Service).

       Access
  Card is lost, stolen or misused, you shall immediately The amount for which you may be liable under this select a new Secret
  Code and notify any CIBC branch as soon paragraph 1(i) (i) may exceed a Bank Account's credit as reasonably possible, but in
  no event no later than 24 hours balance if: upon learning or suspecting of the lost, stolen or misused the Bank Account is a
  loan account or has Access Card or the compromised Secret Code. overdraft protection, or is linked with another i) Client
  Liability. account or other accounts (charges and/or interest may also apply, as set out in the agreement i) Losses Through
  ABMs/Debit Terminals. respecting those services); or This paragraph 1(i)(i) applies only to losses which occur through an
  ABM/Debit Terminal (collectively referred to as if the Instant Banking Transaction is made on the "Losses"). Paragraph 1(i)(ii)
  below applies to other losses. basis of a fraudulent or worthless deposit at an ABM/Debit Terminal.

  Liability
  for Losses.

       For
  clarification, you will not be liable for Losses resulting You will be liable for the following losses: from circumstances beyond
  your control, such as:

  Losses
  from Authorized Use of Access Card or  Losses resulting from unauthorized use of an Secret Code. You will be liable
  for all Losses Access Card and/or Secret Code which occurs which result from authorized use of any Access after you give notice
  to CIBC in accordance with Card or Secret Code in an ABM/Debit Terminal, paragraph 1(h) that the Secret Code used with including
  but not limited to, any entry errors or that Access Card has become or may have fraudulent or worthless deposits made by you.
  become known to another; Accordingly, if an Authorized User uses an Access

       
  Losses resulting from CIBC errors or system Card or Secret Code in an ABM/Debit Terminal malfunctions when a transaction has
  been (whether with or without your specific authorization accepted at an ABM/Debit Terminal in accordance in any particular
  instance) or if the Authorized User with the Authorized User’s instructions; or authorizes anyone else to use an Access
  Card or Secret Code in the ABM/Debit Terminal, you are Losses resulting from your unintentional responsible for all Losses.
  contribution to unauthorized use, as long as you cooperate with any consequent investigation.

  Losses
  from Intentional Contribution to

  Unauthorized
  Use of Access Card or Secret ii) Other Losses (applicable only if you have Full Function

  Code.
  You will also be liable for all Losses which Service). ). This paragraph 1 (i) (ii) applies to all losses result
  if you intentionally contribute to unauthorized which occur through the Service and which are not use of any Access Card or
  Secret Code. You will be covered by paragraph 1 (i) (i) above, (including through deemed to have intentionally contributed to
  automated banking machines) (collectively called unauthorized use if: "Other Losses"). You will be liable for all Other Losses
  which occur as a result of authorized or unauthorized You or an Authorized User discloses a Secret use of any Access Card and/or
  Secret Code or the Code to anyone, including by writing the Service. You will not be liable for Other Losses which Secret Code
  on your Access Card or keeping occur after you notify CIBC in accordance with a written record of it near an Access Card; paragraph
  1(h) of the loss, theft or misuse of the

  You
  fail to notify CIBC in accordance with Access Card through which the Other Losses occur, paragraph 1 (h) after an Access Card
  has that the Secret Code through which the Other Losses been lost, stolen or misused, or when you occur was disclosed to or
  obtained by anyone else or suspect or learn that a Secret Code has may be known by anyone else, or that any other become known
  to a person other than you or unauthorized use of the Service may be occurring. an Authorized User; j) Service Interruption.
  You understand and agree, to the

  You
  select a Secret Code which is poorly fullest extent permitted by law, CIBC will not be liable to you disguised, including, without
  limitation, is for any damages, including, without limitation, direct, indirect, based on the number of your Access Card, incidental,
  special, punitive or consequential losses or your or an Authorized User's birth date, damages, loss of profits, loss of revenue,
  loss of business phone number or address, or the birth date, opportunities, or any other foreseeable or unforeseeable loss phone
  number or address of any close resulting directly or indirectly out of you or an Authorized relative; or User being unable to
  access the Service or any part of it for any reason at all, even if CIBC was advised of the possibility

  You
  or an Authorized User fails to remove an of damages or was negligent. Access Card or money from an automated banking machine.
  k) Other Agreements. The terms and conditions of the

  Losses
  from Unintentional Contribution to authorities and agreements governing the operation of your Unauthorized Use of Access
  Card or Secret Bank Accounts remain in full force and effect and apply to all Code. Youwill alsobeliableforall Losses
  which Instant Banking Transactions except if there is a conflict result if you unintentionally contribute to between those agreements
  and authorities and the terms unauthorized use and you do not cooperate in any that apply to the Service set out in this Part
  III, in which case subsequent investigation. this Part III will prevail.

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  8102-2013/04

  Commercial
  Banking and Corporate Banking Business Agreement

  2.
  Use of Deposit-Only Access Cards. A Deposit Card Officer may i) you or your agent will not use or place in any Depository,
  on your behalf be provided with a number of Deposit-Only Access any equipment or articles of any kind, other than the Cards,
  and has authority to deliver such cards to Designates, and Wallets or keys furnished by CIBC or such other equipment as may
  be specifically authorized by CIBC, from time to time to re-deliver each such card to a different Designate in place of the
  Designate who may have received and used the card ii) you or your agent will use the appropriate business previously. The Deposit
  Card Officer shall on your behalf select the account deposit slip furnished by CIBC to record deposits made to a Depository
  and will not use any Secret Code for each Deposit-Only Access Card in accordance with other form of deposit slip; and the terms
  of this Part III. Without limiting the foregoing, the terms and iii) you shall not make any deposits through the Service to
  conditions set forth in paragraphs 1 (g) and 1 (h) above shall apply to any Depository location or Instant Teller, which is
  not a each Deposit-Only Access Card and the Secret Code that CIBC Depository located adjacent to a CIBC Instant corresponds
  to it, as if the Deposit Card Officer was a Client in Teller Machine. You understand that CIBC will not be addition to you (and
  the Designate is an Authorized User referred to in responsible for the loss of contents of any Wallet(s) not those paragraphs);
  however, for greater certainty, each Deposit Card authorized for use by CIBC; that CIBC will not be Officer on your behalf,
  and you agree responsible for loss or delay that may occur with respect a) to be responsible to carry out your responsibilities
  set out in to any Client deposit because the required form of deposit slip was not used, or was completed incorrectly, paragraphs
  1(g) and 1(h) of this Part III; because notice of a deposit was made at any banking b) that each Secret Code for a Deposit-Only
  Access Card shall machine which was not a CIBC Instant Teller Machine, not be disclosed to anyone other than you, Deposit Card
  because a Wallet deposit was not made to the Officer and the Designate who receives the Deposit-Only appropriate Depository
  location and/or because notice of Access Card; and a deposit was not made at the same time as the related Wallet deposit was
  made. c) that the Secret Code shall be changed immediately for each Deposit-Only Access Card whenever the Designate who b) Making
  Deposits. Each Wallet placed in the Depository by may use that card is changed by the Deposit Card Officer. or on your behalf
  shall be securely sealed and shall contain only bills, notes, cheques, other negotiable instruments If for any reason the Secret
  Code of a Deposit-Only Access Card and/or cash, together with a copy of the required deposit becomes known or you or the Deposit
  Card Officer suspects it slip. CIBC takes no responsibility for discrepancies in Wallet has become known to anyone other than
  the Designate appointed deposits which are not securely sealed. by the Deposit Card Officer to use the card, you or Deposit
  Card Officer shall immediately change the Secret Code and comply c) Processing Deposits. You authorize any persons with
  paragraph 1(h) above as if the Designate was the Authorized designated by CIBC to act as agents of you to remove each User referred
  to in that paragraph. Client Wallet from the Depository, if applicable, to transport the Wallet for processing to a location
  away from the

  3.
  Use of Deposit-Only Access Cards. Each Designate who

       Depository
  location, and to open the Wallet, list the contents receives a Deposit-Only Access Card may use the card only to and present
  such contents to the appropriate CIBC officer or make deposits on your behalf to your Bank Account(s) through any person designated
  by CIBC; unless and until such the Service. For greater certainty, you agree you shall not permit contents are accepted for
  deposit by such last mentioned a Deposit Card Officer or any Designate to use a Deposit-Only person on behalf of CIBC, such
  Wallet and contents shall be Access Card for any other purpose. at your sole risk without liability on CIBC's part for

  4.
  Additional Liability Terms. You will be liable in respect of all safekeeping or otherwise howsoever and no deposit to
  the losses which occur through use of each Deposit-Only Access credit of your designated Bank Account shall be deemed to Card
  as set out in paragraphs 1 (i) (i) and 1 (i) (ii) above as if each have been made.

  Deposit-Only
  Access Card was an Access Card referred to in d) Credit to Bank Account. Whenever a Wallet is placed in a those paragraphs;
  for greater certainty you will be deemed to Depository location (and if applicable, an adjacent Instant have intentionally contributed
  to unauthorized use of a Deposit-Teller Machine record is provided at the same time), and the Only Access Card if: contents
  are accepted for deposit, you will receive credit for a) you, a Deposit Card Officer or a Designate discloses a the deposit
  (to your designated Bank Account) as follows: Secret Code to anyone, including by writing the Secret Code i) deposits (except
  to Rapidtrans accounts) made before on the Deposit-Only Access Card or keeping a written record 6 p.m. on a Banking Day will
  be credited as of the same of it near a Deposit-Only Access Card; day; if made after 6 p.m. or on a non-Banking Day, they b)
  you or a Deposit Card Officer on your behalf fails to notify will be credited as of the next Banking Day; CIBC in accordance
  with paragraph 1(h) after a Deposit- ii) deposits to Rapidtrans accounts made before 6 p.m.

       Only
  Access Card has been lost, stolen or misused, or when local time or 6 p.m. Eastern Time (whichever comes any of them suspects
  or learns that a Secret Code has first) on a Banking Day will be credited as of the same become known to a person other than
  the Deposit Card day; if made after 6 p.m. local time or 6 p.m. Eastern Officer or Designate; Time (whichever comes first) or
  on a non-Banking Day, c) you or a Deposit Card Officer selects a Secret Code which is they will be credited as of the next Banking
  Day. based on the number on the Deposit-Only Access Card, the CIBC will convert deposits made in a currency other than birthdate,
  phone number or address of you, a Deposit Card Canadian dollars at the then prevailing spot rate for Officer, a Designate, or
  a close relative of any of them; or Canadian dollars unless the deposit is in U.S. dollars destined for a U.S. dollar account.
  d) You, a Deposit Card Officer or a Designate fails to remove a Deposit-Only Access Card from an automated banking e) Depository
  Door. You shall ensure that the outside door of machine. . the Depository is firmly closed and the key withdrawn after each
  use.

  5.
  Return of Cards. If this Part III is terminated for any reason, you will immediately return to CIBC all Deposit-Only
  Access Cards. f) CIBC Records Conclusive and Binding. CIBC's records with respect to the contents of the Depository or
  of any

  6.
  Commercial ABM with Wallet Depository Service. If you are using Wallet Depository as part of the Service, you may make
  Wallet shall be conclusive and binding upon you.

  Wallet
  deposits to a CIBC Depository and record its deposits g) CIBC Property. All equipment furnished by CIBC (other than using
  an Access Card at an Instant Teller adjacent to the disposable Wallets) shall remain the property of CIBC. If any Depository
  at the same time. You agree: such equipment is lost or damaged or becomes defective, a) Authorized Wallets, Depositories,
  Instant Teller you shall immediately notify CIBC and return the damaged Machines and Deposit Slips Only. That: or
  defective equipment to CIBC. The replacement cost of

  Page
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  8102-2013/04

  Commercial
  Banking and Corporate Banking Business Agreement

       any
  equipment lost or returned to CIBC in a damaged “Bank Account" means each deposit, loan or any other account condition
  (reasonable wear and tear excepted) shall be that you have with CIBC and which CIBC allows you to access borne by you. You shall
  ensure that any unusual condition or through the Service. If and when such is allowed by CIBC, the any defect in either the
  Depository or in any equipment is term "Bank Account" will also mean a deposit account held by a reported to CIBC as
  soon as possible. third person at CIBC or some other financial institution to which CIBC allows you to make a payment through
  the Service. h) Safeguarding Equipment. You shall not loan, transfer or duplicate any key or other equipment furnished
  for use in "Banking Day" means a day (excluding Saturdays, Sundays and connection with the Depository without CIBC's written
  holidays) on which CIBC is open for business at the Branch at consent. which your designated Bank Account is maintained. i)
  Internal Supervision and Controls. You either have in "Bill Issuer" (not applicable to Deposit Only Service) means a
  place or will immediately put into place systems, procedures business which has agreed with CIBC to be a payee of Bill and controls
  effective to prevent and detect thefts of, and Payments and to which you may make a Bill Payment. frauds involving, your Wallet
  deposits. "Bill Payment" (not applicable to Deposit Only Service) means a payment to a Bill Issuer by means of a withdrawal
  from a Bank j) Termination of Service. CIBC may, without being liable for Account through the Service. any loss resulting
  therefrom: i) withdraw any Depository from use at any time without "Client" refers to the company or firm which has applied
  for the notice; or Service. ii) terminate your use of the Wallet Depository Service on "Deposit Card Officer" means each individual
  appointed by you as seven days' notice by registered mail addressed to your a Deposit Card Officer for the Service. If more
  than one such last known post office address according to CIBC's individual is appointed by you, "Deposit Card Officer" shall
  mean records. and include every such individual. k) Effect. You acknowledge receipt of the keys needed to use "Deposit-Only
  Access Card" means any CIBC Convenience Card this part of the Service. You agree to return the keys to CIBC which CIBC allows
  you to use to access the Service for the upon termination of this part of the Service, in good purpose only of making deposits
  to your Bank Account(s) by use condition, reasonable wear and tear excepted. of the card.

  7.
  Limitation of CIBC’s Liability. You understand and agree that,

       "Depository"
  means a wall receptacle into which a Client can except as expressly provided for in paragraphs 1(i) (i) and 1(i) (ii), and in
  addition to those limitations of liability set out elsewhere in make deposits. this Part III, CIBC will be liable to you only
  for direct damages "Designate" means each individual designated on your behalf by resulting from gross negligence, fraud or
  willful misconduct of CIBC a Deposit Card Officer as having authority to receive and use a arising directly from the performance
  of CIBC of its obligations Deposit-Only Access Card in connection with the Service. under this Part III and CIBC will not be
  liable to you for any other direct damages. In addition, CIBC will not under any circumstances "Disclosure Form" means the disclosure
  form disclosing the fees be liable to you for any other damages, including, without limitation, for the Services provided under
  this Agreement, as revised and indirect, incidental, special, punitive or consequential losses or replaced from time to time.
  damages, loss of profits, loss of revenue, loss of business "Instant Banking Transaction" means a transaction performed opportunities,
  or any other foreseeable or unforeseeable loss using the Service. resulting directly or indirectly out of this Part III or the
  services provided to you, even if CIBC was advised of the possibility of "Losses" has the meaning given in paragraph 1 i) i)
  above. damages or was negligent. These limitations apply to any act or "Other Losses" (not applicable to Deposit Only Service)
  has the omission of CIBC, its affiliates, agents or suppliers, whether or not meaning given in paragraph 1 i) ii) above. the
  act or omission would otherwise give rise to a cause of action in contract, tort, statute or any other doctrine of law. Gross
  negligence "Secret Code" means each combination of numbers or letters in this section means conduct (whether through action
  or inaction, selected by you, or given to you by CIBC, for use by you as a or through words or silence) which is (i) a marked
  and flagrant means of identifying and enabling you to use the Service, departure from the conduct ordinarily expected of a reasonable
  and including without limitation, the Personal Identification Number prudent person in the position of CIBC, or (ii) so wanton
  and ("PIN") used at ABM/Debit Terminals. You may have more than reckless as to constitute an utter disregard for harmful, foreseeable
  one Access Card issued as part of the Service. Each such Access and avoidable consequences. This Section shall survive any Card
  shall have its own Secret Code. termination of this Part III or this Agreement.

  "Service"
  means all of the services which CIBC makes available

  8.
  Definitions. In this Part III: from time to time through your use of the Access Card together "ABM/Debit Terminal" means
  a CIBC Instant Teller® machine with a Secret Code, including without limitation, transactions at or ("Instant Teller"),
  Interac®1 Direct Payment terminal, or any other through an ABM/Debit Terminal (alone or in combination with automated banking
  machine or card reading terminal which CIBC wallet depository, as further described in section 6 above), and approves for use
  from time to time as part of the Service. For any other services which CIBC makes available to you or enables greater certainty,
  this phrase does not include telephone banking. you to use from time to time by use of an Access Card, and/or the If you have
  Deposit Only Service, the term “Debit Terminal” does provision to CIBC of other information which enables CIBC to
  not apply to you. confirm your identity.

  "Access
  Card" means any card bearing the CIBC logo which CIBC "Wallet" means a wallet supplied by CIBC used to hold a Client allows
  you to use to access the Service, by use of the card, including deposit made to a Depository. but not limited to your Convenience
  Card®. Each Access Card given ® Registered trademark of CIBC to an Authorized User is not transferable to any other
  person.

       ®1Registered
  trademark of Interac Inc.; CIBC authorized user of the "Authorized User” means each individual appointed by you
  (or by the trademark.

  Deposit
  Card Officer, if you have Deposit Only Service) as an Trademark of CIBC. Authorized User for the Service. If more than one such
  individual is appointed, an Access Card and Secret Code will be given to each of them and “Authorized User” shall
  mean and include every such individual to whom an Access Card and a Secret Code is given.

  Page
  18 of 18



  	 





  	 














  For
                                                         more information

  on
  business products and services Business Account talk to a CIBC business advisor visit your nearest branch Service
  Fees call 1 800 465-CIBC (2422) visit cibc.com Effective April 1, 2013

  1
  If there is no account activity, a statement may not be produced. If no statement is produced, the printed statement fee will
  not apply.

  2
  Transactions include any debits and credits to your account (excluding CIBC interest credits and fee debits). Debits include,
  without limitation, withdrawals, cheques, pre-authorized payments, bill payments, Interac Direct Payments,

  Interac
  e-Transfer payments, direct deposits and transfers to other accounts. CIBC Business Accounts Credits include, without limitation,
  deposits, pre-authorized payments, bill payments, Interac Direct Payments, Interac e-Transfer payments, and direct
  deposits and transfers from other accounts (except transfers from CIBC business accounts). Additional charges may apply including,
  without limitation, Interac Small Business Overdraft e-Transfer, “Items Deposited” and “Currency Supplied”
  fees where applicable.

  3
  Cheque deposits include cheques, money orders, drafts and all other clearing What’s items. “Items Deposited”
  charges apply to deposits in excess of the deposit package. Refer to page 8.

  4
  Monthly fee applies even if there is no account activity. Other fees may apply CIBC Discretionary Business to the operation
  of your account; see pages 7-13 for details. inside... Overdraft

  5
  Free transaction(s) cannot be carried forward for use in subsequent months.

  6
  If you choose a Flat Fee Package and perform fewer than the allowed number of transactions in a month, the unused transactions
  cannot be carried forward to subsequent months.

  7
  CIBC U.S. Dollar Current Account cheques payable by CIBC through its clearing General Terms and Conditions agent to U.S. payees.
  This service is only available to clients with a CIBC U.S.

  Dollar
  Current Account.

  8
  Other than CIBC Telephone Banking.

  9
  This means bank machines not displaying the CIBC name or logo.

  10
  Three dormant (inactive) account notices will be sent to you, the first after two years, the second after five years and the
  third after nine years. Charges will only be levied if you do not complete and return the acknowledgement on the notice, or
  reactivate your account, within the time frame specified on the notice.

  11
  “Prime Rate” means the variable reference rate of interest per year as declared by CIBC from time to time to be
  its base rate for Canadian dollar loans made by CIBC in Canada.

  12
  “U.S. Base Rate” means the variable reference rate of interest per year, as declared by CIBC from time to time to
  be its base rate for U.S. dollar loans made by CIBC in Canada.

  13
  The number of days will depend on the location of your branch. Ask a CIBC business advisor for the float factor that applies
  to your branch.

  14
  Other fees and charges may also apply as a result of a deposit being charged back to your account.

  15
  eStatements are available once a month at month-end for Canadian and U.S. Dollar CIBC business accounts. To view eStatements
  you must be a Signatory or Co-Signatory and registered for CIBC Online Banking.

  ®/TM/”CIBC
  For What Matters.” are trade-marks of CIBC

  ®1
  “Convenience Card” is a registered trademark of CIBC.

  TM1
  Trademark of Interac Inc.; CIBC authorized user of trademark.

  °
  Registered trademark of Interac Inc.; CIBC authorized user of trademark.

  Æ
  Visa Int./Lic. user.

  0448B-12M
  102A597E

  5963
  04/13



  	 





  	 














  CIBC business banking solutions at your fingertips.

  Looking
  for fast, convenient and straightforward answers about your CIBC account? You’ll find them in this guide. Inside,
  there is information about business banking accounts and fees.

  We
  hope you find this guide helpful. A CIBC business advisor can give you advice on which financial solutions make sense
  for your business. Please contact a CIBC business advisor if you have any questions.



  	 





  	 














  Table of Contents

  How
  to Open a CIBC Business Account

       ______
  Opening a CIBC Business Account is a quick and easy How to Open a CIBC Business Account 2 process. The outlined information
  will help you prepare

  Account
  ____________ for your appointment.

  CIBC
  Business Operating 3

  Step
  1 - Getting started

  ________

  CIBC
  Not-for-Profit Operating Account 5 Contact us to schedule an appointment and complete Account ________________ an application
  (available at cibc.com) in advance of CIBC Business Interest 5 your appointment.

  Step
  2 - Preparing for your appointment

  CIBC
  Business Operating Account for

       __________
  To process your account application quickly, all principals Commercial/Large Corporate Clients 6 and signing officers
  of your business should attend the

  Accounts
  ________ meeting.

  Foreign
  Currency Operating 6

  Please
  bring the following:

       __________________
  • Your completed account application U.S. Dollar Current Account 6

       •
  Two pieces of original identification (including one Currency ______________________ with a photo) for each principal and signing
  officer Other Foreign 7 Operating Accounts • Documentation specific to your business type, as shown below:

  Charges
  ______________

  Additional
  Services and 7 Business Required

  Transactions________________________
  Structure Documents

  Everyday
  7

       Sole
  Proprietor • Original business name registration if __________________________ you are using a business name (except
  Cheque Transactions 8 where registration is not available per

  Services
  ____________________________ provincial law)

  Business
  10 Partnership • Original partnership registration (if a

  Services________________________________
  registration is required by provincial law)

  Other
  11 Corporation • Original documentation confirming the

  Overdraft
  ______________________ status of your business including:

  Small
  Business 13 • Trade Name Registration

       •
  Articles or Certificate of Incorporation Overdraft ________ • Certificate of Existence CIBC Discretionary Business 14
  • Certificate of Corporate Status Offered __________________ • Annual Report for past fiscal year Accounts No
  Longer 15 • Most recent Notice of Assessment • Current business license or vendor

  Information
  __________________ permits

  Other
  Important 17

  •
  Current health or safety certificates

  Conditions
  ________________ • Current liquor license

  General
  Terms and 19

  Unincorporated
  • Association’s original constitution

  Association
  and bylaws

  Additional
  documentation may be required at the time your application is reviewed by a CIBC business advisor. For your convenience, more
  detailed information on the documentation required to open an account can be found at cibc.com/smallbusiness.

  2



  	 





  	 














  CIBC Business Operating Account

  A
  CIBC Business Operating Account is the foundation of • Unlimited account balance or account activity inquiries your banking
  activities and allows you to take advantage through CIBC Instant Teller® bank machines, CIBC of our broad range of financial
  services. Our account Telephone, Online Banking or Branch Banking options offer everyday banking benefits and exceptional •
  Unlimited number of CIBC Small Business Convenience value for businesses with low to high transaction volumes. Cards A CIBC
  business advisor will work with you to select the

       •
  The ability to assign routine financial transactions and right account to help you improve your bottom line, tasks to your delegates
  with the CIBC Small Business facilitate cash flow and help your business achieve its goals.

       Customized
  Access® feature Features: • Access to Wallet Depository Service

  •
  Enjoy the ability to bank when and where you want – • One free month-end eStatement available through CIBC in-branch,
  by phone, at an ABM, or by using our online Online Banking15 and mobile banking services – to conveniently and efficiently
  meet your day-to-day banking needs Monthly Monthly Fee for Each Transactions2,6 Accounts available: Account Fee4 Transaction
  Included

  CIBC
  Unlimited Business Operating Account®

  •
  Offers businesses with a high number of monthly transactions the ability to simplify banking and enhance cash flow for one low
  monthly fee. With unlimited transactions2 such as $50 UNLIMITED $0 withdrawals, deposit transactions, transfers, bill
  payments and a cash, coin and cheque deposit package3,*, this account offers a consistent monthly fee even when your banking
  activity increases.

  CIBC
  Everyday Business Operating AccountTM

  •
  Offers exceptional value to businesses with a consistent All channel access± number of monthly transactions. With everyday
  banking $25 benefits such as 30 transactions2 each month, a cash, coin and

       30
  $1 cheque deposit package3,2 and the flexibility to reduce fees when you use only electronic channels† to perform
  Electronic transactions in a month, this account not only helps you channel access† manage your cash flow, but also your
  bottom line. $20

  CIBC
  Basic Business Operating Account®

  •
  Offers businesses with a low number of monthly transactions2 the flexibility to minimize monthly banking fees by paying

       $6
  0 $1 only for what is used. This account provides the ability to perform all of your day-to-day banking, anytime and anywhere
  at CIBC for a low monthly account fee.

  *
  Up to $15,000 cash, $1,000 coin and 100 cheques deposited per month. † Electronic channel access refers to transactions2
  performed through one of the

  2
  Up to $3,000 cash, $300 coin and 25 cheques deposited per month. following channels: ABMs, Point of Sale terminals, Wallet
  Depository Service, CIBC Telephone Banking Automated Service, CIBC Business Contact Centre

  ±
  All channel access fee applies if any transactions2 were performed in the month either

       Automated
  Service, CIBC Online Banking or CIBC Cash Management OnlineTM. in a CIBC Branch, through a CIBC Telephone Banking representative
  or through a CIBC

  Business
  Contact Centre representative.

  3
  4



  	 





  	 














       Telephone
                                                         or Online Banking until two business days after CIBC Not-for-Profit
                                                         Operating Account the end of the calendar month. Interest rates quoted
                                                         are annual and are subject to change without prior notice and The CIBC
                                                         Not-for-Profit Operating Account offers a cost- are on display at any
                                                         branch. For the purposes of calculating effective solution to meet the
                                                         needs of local not-for-profit or bonus interest, a deposit made on the
                                                         first business day of community based organizations. This account includes
                                                         a low the calendar month is credited as if it were actually made on monthly
                                                         account fee and 10 transactions2 so you can put the first day of the
                                                         calendar month (if earlier). your organization's money to its best use.

       CIBC
  Business Operating Account for Fee summary Commercial/Large Corporate Clients

  •
  Monthly account fee4 $4

       The
  CIBC Business Operating Account for Commercial/ • Transactions included2,6 10/month

       Large
  Corporate clients is a Canadian dollar account designed • Each additional transaction2 $1 to meet all your business banking
  needs from day-to-day • One free month-end eStatement available transactions to more complex cash management services.
  through CIBC Online Banking15

  Fee
  summary

  •
  Minimum monthly account fee $6

  CIBC
  Business Interest Account

       •
  Includes one free transaction2 for every $1,500 held in the account throughout the calendar month5 The CIBC Business Interest
  Account® allows your business to • Each additional transaction2 $1 earn a competitive interest rate on surplus funds
  while • Minimum monthly account fee is waived if you giving you the flexibility to access these funds as your have no transactions2
  during the calendar month business requires.

       Note:
  Monthly account fee equals the Minimum monthly account fee, or the total This account offers: of transaction fees
  for the month less any free transactions, whichever is greater.

  •
  Daily interest, which is calculated on each day’s

  final
  balance Foreign Currency Operating Accounts

  •
  Competitive tiered interest rates

  •
  Annual Bonus Interest Rate – regardless of the daily For foreign currency accounts, including U.S. Dollar Current balance
  amount, bonus interest is paid on the minimum Accounts, service charges stated are in addition to any balance in the
  account during the calendar month applicable exchange charges. Foreign currency deposits,

  •
  One free month-end eStatement available through including U.S. dollar deposits, are NOT insured under the CIBC Online
  Banking15 Canada Deposit Insurance Corporation Act.

  Fee
  summary CIBC U.S. Dollar Current Account

  •
  Monthly account fee No charge The CIBC U.S. Dollar Current Account is an operating account that is designed for businesses that
  have U.S. Dollar banking • Each credit transaction2 $1 transactions. It allows your business to save on foreign exchange
  • Each debit transaction2 $5 charges, as your transactions are conducted in U.S. funds.

  Note:
  Deposits of coin, currency, more than four cheques at once or a combination

  With
  the optional Cross-Border Cheque Clearing7 service,

  of
  these are not acceptable. Overdraft protection is NOT available for this account.

  cheques
  issued to payees in the U.S. will be accepted and

  Interest
  easily negotiated. See ”Additional Services and Charges” For CIBC Business Interest Accounts, interest is credited
  to for more details. your account effective as of the last business day of the

       This
  account offers: calendar month. However, the interest cannot be withdrawn, and will not be printed at branch terminals or
  at CIBC Instant • Cheques and withdrawals

  Teller
  bank machines, nor made available through CIBC • Over-the-counter deposits at any CIBC location accepting business deposits

  5
  6



  	 





  	 














  • Access to CIBC Instant Teller bank machines, CIBC Balance inquiries

  Telephone,
  Online or Branch Banking for U.S. dollar • For each request in-branch, by telephone8 balance and account activity inquiries
  or by mail $2.75

  •
  Ability to transfer between CIBC accounts in person at • By CIBC Instant Teller® bank machine, your branch CIBC Telephone
  or Online Banking no charge

  •
  One free month-end eStatement available through Bill payments

  CIBC
  Online Banking15 • In-branch bill payment

  (for
  CIBC customers) no charge‡

  Fee
  summary

       •
  In-branch bill payment All of the following fees for U.S. accounts are in U.S. dollars.

  (for
  non-CIBC customers) $3.00

  •
  Monthly account fee4 $6 ‡ Withdrawal charge may apply.

  •
  Includes one free transaction2 for every $1,500 U.S. held

       Items
  Deposited in the account throughout the entire calendar month5

       •
  Each cheque deposited $0.22 • Each additional transaction2 $1

  •
  Cash deposited – bills (per $1,000) $2.25

  Note:
  See page 17 for details on U.S. dollar float calculations. • Coin deposited (per $100) $2.25

   
  In addition to transaction fee, if applicable.

  Other
  Foreign Currency Operating Accounts

       Deposit
  Error Adjustment Fee summary

       •
  Each deposit made with inaccurate or incomplete • Monthly account fee for transactions2, including information, through
  an ABM, Wallet Depository Service cheques, withdrawals or deposits $10 CDN or Armoured Car Direct Pickup $5.00

  Note:
  Charged in foreign currency equivalent using an exchange rate set by CIBC. Transfers between your accounts

  •
  In-branch or by CIBC Instant Teller bank machine, CIBC

  Telephone
  or Online Banking no charge+

  Additional
  Services and Charges

  +
  Withdrawal and/or deposit charges may apply .

  All
  of the following fees apply to all business accounts and, Withdrawals at non-CIBC bank machines9 unless otherwise indicated,
  are applied in Canadian dollars • In Canada $1.501⁄4 each except for U.S. dollar accounts where fees are charged in
  • In the U.S. $3.00* each U.S. dollars. plus a 2.5% administration fee

  Note:
  Foreign currency accounts (other than U.S. accounts) are charged the foreign currency equivalent of the Canadian dollar amounts
  listed below using • Outside Canada and the U.S. $5.00* each an exchange rate set by CIBC on a date determined by
  CIBC, which may be ( PlusÆor VisaÆ Network) plus a 2.5% administration fee different from the
  date you performed the transaction.

  1⁄4
  In addition to transaction fee, if applicable. Some bank machines

  Everyday
  Transactions may levy surcharges.

       *
  You are charged the same foreign exchange conversion rate CIBC is Record-keeping required to pay, plus an administration
  fee of 2.5% of the converted amount in addition to any transaction fees applicable to the withdrawal • eStatements15
  no charge and the fees noted above. Conversion to Canadian dollars may occur on a date other than the date of your transaction;
  therefore the conversion rate

  •
  Printed statements1 $3.00 each

  may
  be different from the rate in effect at the time of your transaction.

  •
  Printed statements provided in excess of one per month Some bank machines may levy surcharges. or non-month end statements
  $5.00 each*

  Cheque
  Transactions

  •
  Monthly statement reprint $5.00 each*

  Cheque
  certification

  •
  Interim statement $4.50 each*

  •
  When requested by a payor (cheque issuer) $10.00

  *
  In addition to Printed statement fee

  •
  When requested by a payee (cheque recipient) $15.00

  Cheques
  for business accounts

  •
  Cheques vary in price depending on style and quantity (talk to a CIBC business advisor for details)

  7
  8



  	 





  	 














  Cheques Written in Currencies Other • Advance notification of
  returned cheque than the Account Currency  (chargeback) advice, if requested $5.00 each When the cheque is in any
  currency different from that Stop Payments of the account the fee will be $20.00 charged in the currency

       •
  Cheques/Pre-Authorized Payments of the account. For cheques written on U.S. accounts, the fee

       Full
  details provided $12.50 per request will be $20.00 U.S. For cheques written on foreign currency Full details not provided $20.00
  per request accounts (other than U.S. accounts), the Canadian equivalent fee will be charged in the same currency as the account
  using Business Services an exchange rate set by CIBC on a date determined by CIBC. Bank confirmation (audit verifications)

   
  In addition to transaction fee, if applicable. • Verification of balance only $25.00

  •
  Providing additional information

  Cross-Border
  Cheque Clearing7 involving extra work $40.00/staff/hour

  •
  Monthly service fee $39.00/month per account

  (minimum
  $40.00)

  Non-MICR
  encoded cheques  Credit Reports*

  (when
  you write a cheque that is not MICR encoded; e.g. counter cheque)

  Enquiry
  within Canada

  •
  Service charge when you do not use a

       •
  Verbal $20.00 per report cheque which has been MICR encoded

       •
  Rushed Verbal (same day) $25.00 per report for your Canadian dollar account $5.00

  •
  Written $25.00 per report

  •
  Service charge when you do not use a cheque

       •
  Verbal and Written $30.00 per report which has been MICR encoded for your Enquiry outside of Canada U.S. dollar account 0.05%
  of the cheque amount

  •
  Verbal or Written $30.00 per report

  (minimum
  charge $5.00 U.S., maximum $100.00 U.S.)

   
  In addition to transaction fee, if applicable. Note: Additional out of pocket expenses may apply.

       *
  Credit report fees apply to: a request for a credit report on your Non-Sufficient Funds (NSF) cheques and account,
  whether made by you or by another party with your consent; pre-authorized debits  and your request that CIBC
  obtain a report on another party's account at CIBC or another institution.

  •
  A cheque you draw or a pre-authorized debit that is returned unpaid due to non-sufficient funds Currency supplied being
  available in your account $45.00

  •
  Cash orders supplied – per $1,000 of currency $1.50

   
  In addition to transaction fee, if applicable. Coin – roll

  •
  orders supplied per of coin $0.16

  Online
  Cheque Viewing

  Government
  Payment and Filing Service

  •
  View images of items online via CIBC Online Banking

       •
  $2.00 per payment/filing or CIBC Cash Management OnlineTM (CMO) Image Retrieval no charge* Item inquiries

  *CMO
  monthly Maintenance fee applies. For each item request or transaction listing

  •
  In branch, by telephone8 or by mail $5.00

  Interac
  e-TransferTM1 (ET)

       •
  By CIBC Instant Teller bank machine, Available through CIBC Online Banking. You will need the

       CIBC
  Telephone or Online Banking no charge recipient's email address to complete the transaction.

  •
  Sending an e-Transfer $1.50 Transfer between Financial Institutions

  •
  Receiving an e-Transfer no charge • To transfer the account to another

  Note:
  Only a primary signing authority of a CIBC business account can send an ET. Financial Institution $19.50 ET is not available
  to clients who were issued Convenience Cards prior to 2003. (via Balance of Account Transfer form)

  Retrieval
  and Copy of a Cancelled Cheque Wallet Depository Service or Other Item $5.00/item Designed for business customers who deposit
  large amounts Note: Copies of certified cheques are not provided. of cash, coin, or cheques and/or have business needs
  which Returned cheques (chargebacks) may include banking outside regular banking hours.

  •
  A cheque you deposit that is • $2.50/month per account returned unpaid $7.00 each

  9
  10



  	 





  	 














  Other
                                                         Services Safety Deposit Boxes

  Accounts
  closed within 90 days of being opened Safety deposit boxes are available in a variety of sizes

  •
  Funds not transferred to another CIBC deposit and prices; some common examples with approximate instrument or account $20.00
  dimensions are shown in the chart below. Rent is always paid in advance.

  Bank
  Drafts and Money Orders 

  Box
  Size Price/year

  •
  Canadian currency $7.50 per item

  1
  1/2” x 5” x 24” $45.00

  •
  U.S. currency $7.50 CDN per item

  2
  1/2” x 5” x 24” $60.00

  •
  Foreign currency $7.50 CDN per item

  3
  1/4” x 5” x 24” $65.00

   
  In addition to transaction fee, if applicable. 2 1/2” x 10 3/8” x 24” or 5” x 5” x 24”
  $100.00

  Collection
  Items 5” x 10 3/8” x 24” $200.00

  •
  Outgoing CDN dollar item within Canada* Plus applicable taxes.

  Up
  to $5,000 $15.00 each Please contact your branch or CIBC business advisor for Over $5,000 0.15% of the item amount details on
  fees for other safety deposit box sizes.

  (minimum
  $25.00 each+)

  Safety
  Deposit Box Closing

  •
  Outgoing CDN dollar item outside of Canada*

       •
  If your box is closed within one year after it is opened, 0.20% of the item amount (minimum $30.00 each, maximum $150.00 each+)
  CIBC will refund the rent based on the months

  •
  Outgoing U.S. and foreign currency item remaining, up to a maximum of 6 months. inside or outside of Canada* • If your
  box is closed after the first full year, CIBC will refund 0.20% of the item amount your rent pro-rated on the remaining months
  in the term.

  (minimum
  $30.00 each, maximum $150.00 each+)

  Replacement
  Services

  *
  Other financial institutions may levy additional charges.

  +Additional
  out of pocket expenses may apply. • Replacement of lost keys $15.00 per key Note: Incoming collections from other
  financial institutions will be subject to a charge by CIBC which may be passed on by the financial institution to •
  Drilling of box and replacement of lost keys $100.00 their customer.

  Fees
  will be charged in Canadian currency.

  Dormant
  (Inactive) Account Fee10 Searches for accounts of deceased or incapacitated

  Business
  accounts become dormant (inactive) when there individuals has been no customer initiated activity for 6 months with •
  For each branch at which account(s) is (are) located the exception of CIBC Business Interest Account, which is $6.50/name considered
  dormant (inactive) if no transactions have been (minimum $22.00) initiated for a 12-month period. Wire Payments and Inter-Branch
  Payments

  •
  For maintaining a dormant (inactive) account Outgoing Wire Payments for 2, 3 or 4 years • $10,000 or less $30.00 per payment
  lesser of $20.00 or account balance • $10,000.01 - $50,000 $50.00 per payment

  •
  For maintaining a dormant (inactive) account • Greater than $50,000 $80.00 per payment for 5,6,7 or 8 years lesser of $30.00
  or account balance Outgoing wire fees will be charged in Canadian currency.

  •
  For maintaining a dormant (inactive) account for 9 years For wires from foreign currency accounts (including U.S. lesser of
  $40.00 or account balance accounts), the equivalent fee will be charged in the same

  •
  After ten years, if your account remains dormant, your currency as the account using an exchange rate set by Canadian account
  balances are transferred to the Bank CIBC on a date determined by CIBC.

  of
  Canada. Note: Correspondent Banks may levy additional charges.

  Request
  for replacement of Bank Draft or Money Order Incoming Wire Payments

  Drawn
  in Canadian currency no charge • Canadian and U.S. currency $15.00 per payment Drawn in U.S. currency or other foreign
  currency $25.00 • Other Currencies $15.00 CDN per payment

  Note:
  Some conditions apply, talk to a CIBC business advisor for details. Note: Correspondent Banks may levy additional charges.

  11
  12



  	 





  	 














  For
                                                         Canadian and U.S. currency, the fee will be charged in There are two
                                                         types of overdrafts, secured and unsecured. the same currency
                                                         as the incoming payment and deducted For a secured Small Business Overdraft,
                                                         either you or a from the incoming payment amount. For other currencies,
                                                         guarantor may pledge a cash equivalent as security. To do the Canadian
                                                         equivalent fee will be converted to the same so, you or the guarantor
                                                         must sign CIBC’s standard currency as the incoming payment using
                                                         an exchange rate Securities Pledge Agreement (in Quebec: a moveable set
                                                         by CIBC on a date determined by CIBC and deducted hypothec). Costs incurred
                                                         by CIBC with respect to the from the incoming payment amount. pledge
                                                         will be charged to you or the guarantor.

  Inter-Branch
  Payments (between CIBC branches in Canada) How overdraft interest is calculated

  •
  $10,000.00 or less $15.00 per payment Interest on your Small Business Overdraft is calculated • $10,000.01 - $25,000 $30.00
  per payment based on the final daily overdraft balance in your account (up to the approved limit for that account) and charged
  • $25,000.01 - $100,000 $60.00 per payment monthly. Any overdraft balance in excess of your approved

  •
  Greater than $100,000 $100.00 per payment

  Small
  Business Overdraft limit will be charged interest as

  Note:
  Additional out of pocket expenses may apply.

  indicated
  under “CIBC Discretionary Business Overdraft” on the following page. Interest that is charged to you, and is unpaid,
  compounds monthly and continues to compound

  Small
  Business Overdraft whether or not CIBC has demanded payment from you, starts a legal action or gets judgment against you.

  The
  following applies to each bank account for which you have requested and we have approved a Small Business Overdraft:

  Small
  Business Overdraft Fees and Interest CIBC Discretionary Business Overdraft Fee

  •
  A monthly administration fee is charged for each bank Unless you have made prior arrangements with us, we may account that is
  approved for a Small Business Overdraft. refuse to allow an overdraft (or an overdraft that exceeds The current monthly fee
  is $9.50, and is subject to your approved overdraft limit) and may return your cheque change by CIBC. This fee is charged whether
  or not you or pre-authorized debit NSF. If we allow an overdraft (or an use the overdraft in any particular month and is in
  overdraft that exceeds your approved overdraft limit), the addition to any other charges or fees. following applies:

  Interest

  CIBC
  Discretionary Business Overdraft Fees

  •
  Interest is charged on the amount of your overdraft, and Interest up to the approved overdraft limit for the account,
  based on the interest rate specified in your agreement Fee with CIBC. Current interest rates (subject to credit •
  A fee is charged at the end of each day on which you approval) are as follows: create an overdraft or increase the amount of
  your Secured Overdraft overdraft (that is not an approved overdraft) due to • Canadian dollar borrowings any action
  you/your business initiate(s) including, CIBC Prime Rate11 + 0.5% per year but not limited to: cheques, withdrawals, bill payments,
  • U.S. dollar borrowings pre-authorized debits and Interac° Direct Payments. The CIBC U.S. Base Rate12 + 0.5%
  per year current fee is $5.00 and is subject to change by CIBC.

  Unsecured
  Overdraft

  •
  Canadian dollar borrowings

       CIBC
  Prime Rate11 + 5% per year • U.S. dollar borrowings CIBC U.S. Base Rate12 + 5% per year

  13
  14



  	 





  	 














  Interest How overdraft interest is calculated

  •
  Interest is charged on the amount of any overdraft that Interest on any overdraft that is not an approved overdraft is not an
  approved overdraft or exceeds your approved or exceeds your approved overdraft limit is calculated based overdraft limit. The
  interest rate is a variable rate per on the final daily overdraft balance in your account and year equal to CIBC’s Standard
  Overdraft Rate as declared charged monthly. Interest that is charged to you, and is by CIBC from time to time. The current Standard
  unpaid, compounds monthly and continues to compound Overdraft Rate is 21% per year. whether or not CIBC has demanded payment
  from you, starts a legal action or gets judgment against you.

  Accounts
  No Longer Offered

       CIBC
  Business CIBC Business Operating Operating Account for Account for Small Business Small Business Clients Clients, Additional
  Option

  Account
  Plans Plan 1: Pay As You Go

  Pay
  a monthly account fee, plus a fee for each transaction2

  Monthly
  account fee4 $ 7.00 $11.00 Each additional transaction2 $ 1.00 $ 1.00

  Plan
  2: Flat Fee Package6

  Pay
  a single monthly package fee for a predetermined number of transactions2.

  Monthly
  account fee4

  •
  10 transactions $12.00 $12.00 • 20 transactions $21.00 $21.00 • 35 transactions $31.00 $31.00 • 50 transactions
  $41.00 $41.00 • 100 transactions $70.00 $70.00 • Non-profit organizations – 10 transactions $ 5.00 $ 5.00 Each
  additional transaction2 over package limit $ 1.25 $ 1.25

  Features

  One
  free transaction2 for every $1,500 held in the account throughout the entire calendar month5

  Note:
  Additional fees may apply to the operation of your account(s). Items Deposited charges may also apply; see Additional Services
  and Charges for details.

  15
  16



  	 





  	 














       •
                                                         Based on the above, even if your account balance shows a Other Important
                                                         Information credit balance because of a U.S. dollar deposit you made,
                                                         if any U.S. dollar withdrawal is made prior to the date on which we give
                                                         you value for that deposit (as indicated

  U.S.
  Float on U.S. Dollar Current Account above), you may incur overdraft charges. Due to timing delays in dealing with U.S.
  financial institutions, there is a gap between the time that CIBC gives • Saturdays, Sundays and holidays that your CIBC
  branch of and receives value for funds in U.S. dollar transactions. account is closed are not business days for the above purposes.
  This delay is called “float” and affects the way any deposit A supplementary float statement will be sent to you
  after interest and overdraft fees or interest charges (collectively your account statement is sent, to confirm the daily balances,
  referred to as “overdraft charges”) will be calculated on interest and overdraft charges, adjusted as indicated
  above. your U.S. Dollar Current Account. For example, when you This supplementary float statement will not be sent if there
  make a deposit in U.S. dollars (other than a CIBC draft), has been no activity in your account to report.

  CIBC
  must collect those U.S. funds through the applicable

  Foreign
  currency transactions

  U.S.
  dollar banking system. In general, CIBC receives credit

       CIBC
  may, in its discretion, permit transactions in a currency for those funds at least one, and sometimes several, business different
  from that of your account. The foreign currency days after the U.S. dollar deposit is made to your account, will be converted
  to the currency of your account at the so we will only give you value for deposits one or two days exchange rate determined
  by CIBC on a date determined by after the deposit is made. Similarly, CIBC usually gives value CIBC, which date may be different
  from the date you to the appropriate U.S. financial institution for the amount performed the transaction. If a foreign currency
  Instrument of a U.S. dollar payment drawn on your account at least one previously deposited and converted to the currency of
  your business day before the date the U.S. dollar payment account is returned to CIBC unpaid for any reason, you agree appears
  as recorded in your usual account statement. an amount equal to the foreign currency Instrument will be Therefore, for the purpose
  of determining the balance in a converted to the currency of your account based on a U.S. Dollar Current Account for the calculation
  of deposit foreign exchange sell rate determined by CIBC on a date interest or overdraft charges payable: determined by CIBC
  and the converted amount will be charged back to your account. CIBC is not responsible for any • Each U.S. dollar deposit
  made (other than a CIBC draft) losses you may incur due to changes in foreign currency that may appear on your account statement
  on the date exchange rates or the unavailability of funds due to foreign of deposit will only be considered received and credited
  currency restrictions. You agree that any claims CIBC may to the account (and available for reduction of any have against you,
  and any service or other charges related to overdraft) on the first or second13 business day your account, can be deducted from
  your account in the immediately after the deposit is made. same currency as the account14.

  •
  To ensure same-day credit for deposits of CIBC drafts and

       Account
  conversions cheques drawn on the CIBC branch of account, these items should be segregated from other items and If you change
  your account type prior to the end of the final deposited separately. business day of the month to an account with a different
  fee structure, all transactions during that month (including • Each cash withdrawal, electronic funds transfer, cheque
  or those made before the change) will be subject to the fees any other payment drawn on the account (other than drawn under
  the fee structure that applies to your new account for purchase of one or more items at the CIBC branch of type at the end of
  the month. However, any fees which have account) (collectively referred to as a “withdrawal”) or paid already been
  paid or deducted from your account during out from your account on the corresponding date shown on the month (e.g., for money
  orders) will not be refunded your usual account statement will be considered effectively upon conversion. deducted from your
  account on the first business day immediately before that date.

  17
  18



  	 





  	 














       •
                                                         Please note: In some instances, different charges or General Terms
                                                         and Conditions interest rates, separately negotiated between CIBC
                                                         and the individual client, may apply. Other terms and conditions applicable
                                                         to your account are set out in the • Cheques or debits transacted
                                                         at your branch may not account agreements or in the agreement respecting
                                                         the be included with the account statement. particular service.

  •
  Cheques deposited will be credited subject to final

       •
  This disclosure brochure outlines many of the charges payment. We undertake to exercise reasonable diligence for commonly used
  services. Charges for services not to collect cheques but are not responsible for any delay, contained in this summary may be
  obtained from a notice or failure to collect.

       CIBC
  business advisor. • You may make deposits at any CIBC branch which accepts

       •
  Digital or electronic representations of cheques and other over-the-counter business deposits (each a “Depository Instruments,
  or the relevant information from the cheque Location”). All deposits made at a Depository Location or Instrument, may
  be made or captured and used by will be credited to one or more of your accounts (each financial institutions involved in the
  exchange and a “Designated Account”). Your branch of account for clearing of payments in Canada and elsewhere, in
  which any deposits made at a Depository Location will continue case the original paper item may be destroyed and not to be the
  CIBC branch which maintains the Designated returned to you. CIBC is entitled to act upon such a Account to be credited with
  your deposits. Each deposit representation or information for all purposes as if it made at a Depository Location, through a
  teller were the original paper item. CIBC and other financial processing for same day value, will be processed for institutions
  may reject any cheque or other Instrument credit to the related Designated Account as of the that does not comply in all respects
  with all applicable same business day. Deposits made through a teller not by-laws, regulations, rules and standards of CIBC
  and processed for same day value will be processed for credit the Canadian Payments Association. as of the next business day.
  Saturdays, Sundays and holidays that CIBC is closed are not business days for this purpose. Cash withdrawals are not permitted
  and cheques cannot be cashed or certified at Depository Locations other than your branch of account. You authorize CIBC to debit
  your Designated Account for any returned item pertaining to deposits previously processed.

  •
  In most cases, deposits, withdrawals and other transactions done at a branch or bank machine after 6:00 p.m. local time, and
  any Telephone Banking and Online Banking transactions done after 6:00 p.m. Eastern Time will be processed the next business
  day.

  •
  Monthly account, transaction and items deposited fees are calculated for the calendar month up to and including the final business
  day of the month. Such fees are dated the final calendar day of the month but are not posted until the second business day in
  the following month.

  •
  U.S. dollar coins deposited or exchanged will be treated as if they are Canadian dollar coins.

  •
  All fees are subject to GST/HST/QST and PST where applicable.

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