SCHEDULE A TO ADDENDUM TO COMMITMENT LETTER

1.       Definitions. When used in this Addendum or in your Commitment Letter, the terms below have the following meanings:

“Account” means any bank or deposit account(s) that you specified to us in connection with your Original Commitment Letter or that you specify to us, from time to time, in connection with your Commitment Letter, as applicable for credits or debits in respect of all or certain of the Facilities, and includes an Overdraft Account, an Operating Line Account or a Cash Surrender Value (CSV) / Accumulation Fund Secured Facility Account, as applicable.

“Addendum” means this Addendum to your Commitment Letter provided by the Bank to you.

“Advance” means each advance under a Facility, including by way of an Overdraft Advance, as a Direct Advance, a BA Advance, a SOFR Advance, a Prime Rate Term Loan or Base Rate Term Loan, or an Issuance (or any other type of advance, loan or availment that was expressly made available to you by the Bank under such Facility pursuant to your Original Commitment Letter (and as may be modified or terminated from time to time)), and an Advance includes any outstanding advances under such Facility, Rollover Advances and renewals of Advances under any such Facilities.

“BA Advance” means an Advance that the Bank may make available to you under a Facility by way of a bankers’ acceptance draft or bankers’ acceptances (or by an equivalent term) and includes a Rollover Advance, to the extent a BA Advance was expressly specified as being made available to you in your Original Commitment Letter under such Facility, the availability of which may be modified or terminated from time to time.

“Bank”, “Scotiabank”, “we” or “us” means The Bank of Nova Scotia.

“Commitment Letter” has the meaning given to it this Addendum.

“Effective Date” has the meaning given to in this Addendum.

“Disclosure Statement” means each disclosure statement setting out the terms of the applicable Facility or the Advances available under each Facility that is provided to you by the Bank from time to time. Each Disclosure Statement forms part of your Commitment Letter.

“Facility” or “Facilities” mean each of the facilities or credit facilities expressly specified as being made available to you in your Original Commitment Letter (sometimes referred to as the type of credit in your Original Commitment Letter) (the availability of which may be modified or terminated from time to time), and the Advances under each such facility or credit facility.

“Minimum Non-Revolving Principal Payment” means the minimum amount of principal that must be repaid under your Non-Revolving Facility, as applicable, at the frequency which may be specified in your Original Commitment Letter (which may be modified or from time to time).

“Non-Revolving Facility” means any non-revolving Facility expressly made available to you under your Original Commitment Letter (which may be modified or terminated from time to time).

“Original Commitment Letter” has the meaning given to it in this Addendum.

“Prime Rate Term Loan” means a term loan that the Bank may make available to you under the Non-Revolving Facility that bears interest at a rate that is based on the Scotiabank Prime Rate (and may include an adjustment factor or variance as specified in your Original Commitment Letter).

“Rollover Advance” means a rolled over SOFR Advance or BA Advance, as further described in Schedule A1.   

“Scotiabank BA Rate” means the interest rates made available by the Bank for certain BA Advances which rates are calculated based on the Canadian Dollar Offered Rate and other applicable credit factors.

“Scotiabank Base Rate” means the Bank’s base rate (which may also be referred to as the Bank’s Prime Lending Rate in your Original Commitment Letter) published from time to time by the Bank for USD loans made by the Bank in Canada. 

“Scotiabank CDOR Rate” means the interest rates made available by the Bank for certain Advances in Canadian Dollars, which rates are calculated based on the Canadian Dollar Offered Rate (CDOR).

“Scotiabank Prime Rate” means the Bank’s prime lending rate (which may also be referred to as the Bank’s Prime Lending Rate in your Original Commitment Letter) published from time to time by the Bank for CAD loans made by the Bank in Canada.

“SOFR Advance” means an Advance that the Bank may make available to you under a Facility that bears interest at a rate that is based on Term SOFR and includes a Rollover Advance, to the extent a SOFR Advance was expressly specified as being made available to you in your Original Commitment Letter under such Facility, the availability of which may be modified or terminated from time to time.

“Term” means the term for a given BA Advance a SOFR Advance, Prime Rate Term Loan or Base Rate Term Loan, as further described for each applicable Advance in Schedule A1.

“Term SOFR” means, for the relevant Term, the Term SOFR reference rate for a tenor comparable to such Term published 2 Business Days prior to the first day of such Term (the “Reference Business Day”), as such rate is published by the CME Group Benchmark Administration Limited (or a successor administrator selected by the Bank), and rounded to three decimal points, provided however that if such reference rate for such tenor has not been published on the Reference Business Day, then Term SOFR will be the Term SOFR reference rate for such tenor, rounded to three decimal points, as published by CME Group Benchmark Administration Limited (or a successor administrator selected by the Bank) on the first preceding Business Day for which such reference rate was published so long as such first preceding Business Day is not more than 3 Business Days prior to the Reference Business Day.

“You” and “your” means the Borrowers, jointly and severally (individually), as applicable. 

2.       Right of Set-Off. The Bank may deduct from any account you may have (and if there is one or more Borrowers under your Commitment Letter, any joint or separate account each of you may have) with the Bank or any of the Bank’s branches or affiliates operating within or outside Canada, the amount of any payment that you are required to make to the Bank under your Commitment Letter and may credit the amount, regardless of the currency, to any of your indebtedness to the Bank under your Commitment Letter or otherwise. All payments required to be made by you under your Commitment Letter will be calculated without reference to any set-off or counterclaim by you and will be made free and clear of, and without any deduction in respect of, any set-off or counterclaim.

3.      Cancellation or Termination by Borrower. You may request to cancel each BA Advance, SOFR Advance, Prime Rate Term Loan or Base Rate Term Loan that is made, and each Letter of Credit or Letter of Guarantee that is issued by the Bank, at any time prior to the end of the third Business Day after the particular Advance is made, by notifying the Bank within the applicable time period (the “Cancellation Period”) of your desire to cancel your Commitment Letter or the Advance.

If you request to cancel your Commitment Letter or any Advance within the applicable Cancellation Period, you will have to pay us in full any amounts owing under your Commitment Letter or the applicable Advance immediately. You will not be charged a cancellation fee, but you will be charged (a) any amounts related to your use of your Commitment Letter or the Advance prior to the cancellation, and (b) any expense the Bank has reasonably incurred in providing your Commitment Letter or the Advance. You may be entitled to a refund of certain fees upon cancellation. Interest will continue to accrue under the terms of your Commitment Letter or the applicable Advance until we receive payment in full of all amounts owing.

If you wish to terminate your Commitment Letter or any Advance (other than a Letter of Credit or Letter of Guarantee) at any time after the Cancellation Period, you will have to pay us in full any amounts owing under your Commitment Letter or the applicable Advance immediately. Interest will continue to accrue under the terms of your Commitment Letter or the applicable Advance until we receive payment in full of all amounts owing. You may be entitled to a refund of certain non-interest charges as disclosed in the applicable Disclosure Statement.

If you wish to terminate a Letter of Credit or Letter of Guarantee at any time after the Cancellation Period, we may charge you a cancellation fee, in the amount disclosed to you at the time of Issuance. However, in either case, the cancellation will only be effective once we receive evidence of the beneficiary’s consent to such cancellation, in form and substance satisfactory to the Bank in its sole discretion and all originals of such Letter of Credit or Letter of Guarantee have been returned to us for cancellation. You will continue to be charged the commission fees and any other relevant fees until the Letter of Credit or Letter of Guarantee is cancelled.

4.      Demand and Termination by Bank. The Bank reserves the right to, at any time, (a) suspend and/or withdraw any of your Facilities, (b) decline to allow further Advances under any of your Facilities, (c) terminate your Commitment Letter or any Facility, and/or (d) require you to repay any amounts outstanding, in whole or in part, immediately upon demand or upon notice if required by law.

Without limiting the foregoing, the following is a list of events in respect of which the Bank may demand immediate repayment:

(a)                you fail to make any payment when it is due under your Commitment Letter, any Banking Agreement or any other agreement with us;

(b)               you fail to pay, when we ask, any amount we are entitled to charge you for making repairs, maintaining insurance or clearing claims against any real or personal property granted to the Bank as Security in connection with your Commitment Letter; 

(c)                you break any of your promises, including a breach of any representation or warranty, or do not perform any of your obligations under your Commitment Letter or any Banking Agreement;

(d)               you die, become insolvent or bankrupt;

(e)                any real or personal property granted to the Bank as Security is lost, stolen, destroyed or substantially damaged or seized in any legal proceeding;

(f)                 any real or personal property granted to the Bank as Security reduces in value to a level we consider unacceptable;

(g)                there is an adverse change in your environmental condition or in any of your property, equipment or business activities; or

(h)               anything else happens that we believe endangers your ability to pay or that we believe endangers any real or personal property granted to the Bank as Security in any way.   

In the event of a demand for payment or termination or cancellation of your Commitment Letter, no further Advances under your Commitment Letter will be made by, or be required to be made by, the Bank and any unadvanced portion of the Facilities will immediately be cancelled. All amounts, including principal, interest or fees, otherwise owing or payable by you under your Commitment Letter or any Banking Agreement at the time of the demand for payment or termination or cancellation of your Commitment Letter will continue to be owing and payable to the Bank in accordance with the terms and conditions in your Commitment Letter and any applicable Banking Agreement.

5.       Amendments. We may change any of the following elements of your Commitment Letter: annual interest rates (including any adjustment factor or benchmark), any fees and charges for Facilities or Advances and any other terms and conditions set out in your Disclosure Statement or in your Commitment Letter. We will give you at least 30 days’ advance written notice of the change (or the minimum advance notice required by law) setting out the change, the date that the change comes into force and your right in some circumstances to refuse the change and to cancel your Commitment Letter, without cost or penalty. You may notify us if you do not agree with the change and cancel your Commitment Letter. To do so, you must send written notice to us, no later than 30 days after the effective date of the change. If you cancel your Commitment Letter, you will have to pay us in full any amounts owing under your Commitment Letter immediately, and, to the extent we have issued a Letter of Credit or Letter of Guarantee under your Commitment Letter, such cancellation shall only be effective once all originals of such Letters of Credit and/or Letters of Guarantee have been returned to us for cancellation. Subject to applicable law, we will consider that you have accepted any change made to your Commitment Letter if you do not notify us within 30 days of the effective date of the change that you do not agree with the change, including if you do not cancel your Commitment Letter, if you use any Facility or any Advance or if there are any outstanding amounts owing under your Commitment Letter after the effective date of the change.

6.      Notice to You. We may give you notice in writing about anything under your Commitment Letter when we include the information with a monthly or annual statement, or when we send you the information by ordinary mail to the last address that we have for you in our records, or hand deliver it, or by any other means that we permit.

Where we send the notice by ordinary mail, we consider you to have received the notice within 5 Business Days, unless otherwise required by law. If we are giving you notice electronically, we consider you to have received the notice on the date that we provide it to you.

7.       Priority. If there is any inconsistency or conflict between any provision of your Commitment Letter and any provision of any Banking Agreement, the provisions of your Commitment Letter will have priority. If there is an inconsistency or conflict between any provision of your Original Commitment Letter and this Addendum, it shall be determined as set out in this Addendum itself. 

8.         Resolving Your Complaint. This section explains who to contact, the Bank’s process, and the steps to take, including available channels, should you wish to move forward with a complaint. Please reach out to a Bank representative during this process if you would like a status update at any time.

Pathways to Complaint Resolution

As a first course of action, please contact your Bank Representative, visit the Branch or reach out to the Customer Contact Centre (1800-4SCOTIA or 1-800-472-6842)

If the first person you speak with is not able to resolve your complaint, please ask to speak directly to a manager, who may be able to resolve many issues that arise.

Upon expressing a complaint to the Bank, you will receive a written acknowledgment including a case number and a copy of Scotiabank’s complaint handling process. You may also receive communication at the conclusion of your complaint.

Contact the Escalated Customer Concerns Office (ECCO)

If your complaint is not resolved after 14 days, it will be escalated to the Office of the President, Customer Complaints (ECCO). You may also request escalation at any time during the 14 days or if you are dissatisfied with the response provided. Upon escalation, a communication will be sent informing you of the updated point of contact.

We aim to resolve each case as quickly as possible; however, should this exceed 56 days, you will receive a notification. When your case is concluded at the ECCO, you will be sent communication outlining the Bank’s response.

E-mail escalatedconcerns@scotiabank.com

Mail Scotiabank, Escalated Customer Concerns Office, 44 King Street West Toronto, ON M5H 1H1

Fax 1-877-700-0045 (in Toronto 416-933-1777)

Telephone English 1-877-700-0043 (in Toronto 416-933-1700) French 1-877-700-0044 (in Toronto 416-933-1780)

Still not Resolved?

Contact the Customer Complaints Appeals Office (CCAO)

If you are not satisfied following the investigation by the Office of the President, Customer Complaints, you may submit your complaint in writing to the Customer Complaints Appeals Office (CCAO). The CCAO provides an impartial review of customer complaints upon request of the customer.

We aim to resolve each case as quickly as possible; however, should this exceed 56 days, you will receive a notification. When your case is concluded at the CCAO, you will be sent communication outlining the Bank’s response.

E-mail ccao@scotiabank.com

Mail Customer Complaints Appeals Office, 44 King Street West Toronto, ON M5H 1H1

Phone 1.800.785.8772 

Fax 1-866-787-7061

You may contact an External Complaints Body for banking complaints.    

ADR Chambers Banking Ombuds Office (ADRBO) has been appointed by the bank to undertake an impartial review of unresolved banking complaints. 

You may choose to contact ADRBO if there has been no response within 56 days or if you are not satisfied with the outcome provided through the Customer Complaints Appeals Office.

E-mail contact@bankingombuds.ca

Mail ADR Chambers Banking Ombudsman P.O. Box 1006 31 Adelaide St. E. Toronto, Ontario M5C 2K4 Telephone 1-800-941-3655

Fax: 1-877-803-5127

Contacting the Financial Consumer Agency of Canada (FCAC)

The FCAC supervises federally regulated financial institutions to ensure they comply with federal consumer protection laws. For example, financial institutions must provide consumers with transparent information about fees, interest rates and complaint-handling procedures. If you have a complaint about such a regulatory matter, you can contact the FCAC in writing at:

Mail Financial Consumer Agency of Canada 427 Laurier Avenue West, 6th Floor Ottawa, Ontario K1R 1B9 Telephone English 1-866-461-3222

French 1-866-461-2232 Fax 1-866-814-2224 / 1-613-941-1436

Website www.fcac-acfc.gc.ca