FIFTH ADDENDUM DATED DECEMBER 18, 2024

to

SECOND AMENDED AND RESTATED SUPPLEMENTAL TRUST DEED

April 7, 2016

(supplemental to the Third Amended and Restated Trust Deed dated July 22, 2021)

RELATING TO AUSTRALIAN DOLLAR DENOMINATED

COVERED BONDS ISSUED UNDER THE

GLOBAL COVERED BOND PROGRAMME

OF

CANADIAN IMPERIAL BANK OF COMMERCE

CANADIAN IMPERIAL BANK OF COMMERCE

as Issuer

and

CIBC COVERED BOND (LEGISLATIVE) GUARANTOR

LIMITED PARTNERSHIP

as Guarantor

and

COMPUTERSHARE TRUST COMPANY OF CANADA

as Bond Trustee

MTDOCS 52920472

THIS FIFTH ADDENDUM DATED DECEMBER 18, 2024

BETWEEN:

  1. Canadian Imperial Bank of Commerce, a Canadian chartered bank having its executive offices at 81 Bay Street, CIBC Square, Toronto, Ontario, Canada M5J 0E7 (the "Issuer");
  2. CIBC Covered Bond (Legislative) Guarantor Limited Partnership, a limited partnership constituted under the Limited Partnerships Act (Ontario) and having its principal place of business at 81 Bay Street, CIBC Square, Toronto, Ontario, Canada M5J 0E7 herein represented by its managing general partner, CIBC Covered Bond (Legislative) GP Inc. (the "Guarantor"); and
  3. Computershare Trust Company of Canada, a trust company continued under the laws of Canada, whose registered office is at 100 University Avenue, 8th Floor, Toronto, Ontario, Canada M5J 2Y1 (in its capacity as the Bond Trustee for the Covered Bondholders, the Receiptholders and the Couponholders, the "Bond Trustee" which expressions shall, wherever the context so admits, include such company and all other persons or companies for the time being the bond trustee or bond trustees) as bond trustee for the Covered Bondholders, the Receiptholders and the Couponholders.

WHEREAS:

  1. The Issuer provided for the continued issue of Australian dollar denominated Covered Bonds (the "Australian Covered Bonds"), governed by the law in force in New South Wales, Australia, in the Australian domestic capital market under the Programme by executing the second amended and restated supplemental trust deed dated April 7, 2016, as amended by a First Addendum dated September 5, 2017, a Second Addendum dated August 1, 2019, a Third Addendum dated September 14, 2021 and a Fourth Addendum dated April 19, 2023 (collectively, the "Supplemental Trust Deed").
  2. The Issuer wishes to enter into this Fifth Addendum dated December 18, 2024 (this "Addendum") to support the issuance of Australian Covered Bonds on or after the date hereof.
  3. The holders of the Australian Covered Bonds shall also have the benefit of and be subject to certain terms of the Programme which shall be specified in the Trust Deed as supplemented by the Supplemental Trust Deed and this Schedule 1.

NOW THIS FIFTH ADDENDUM WITNESSES AND IT IS AGREED AND DECLARED as follows:

1. Confirmation

  1. The parties hereto confirm that Schedule 1 attached hereto, as amended, supplemented, restated or replaced, shall for all purposes be treated as a Schedule 1 to the Supplemental Trust Deed in respect of Australian Covered Bonds issued on or after the date hereof.

2. Definitions and Interpretations

  1. Wherever used in this Addendum, the following terms shall have the following meanings, respectively:

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"Australian Deed Poll", refers to the following:

the Australian deed poll dated January 15, 2015, as supplemented by a first supplemental deed poll dated August 31, 2017, a second supplemental deed poll dated July 26, 2019, a third supplemental deed poll dated September 14, 2021, a fourth supplemental deed poll dated April 19, 2023 and a fifth supplemental deed poll dated December 18, 2024 (as may be further amended, supplemented or restated) which sets out or shall set out (as the case may be) the terms and conditions of the Australian Covered Bonds to be issued on or after the date of such deed poll as may be supplemented, modified or replaced by the applicable Final Terms for such Australian Covered Bonds (for such Australian Covered Bonds and as amended, supplemented or restated, the "Australian Covered Bond Terms and Conditions" and a reference to a particular "Condition" shall be a reference to the correspondingly numbered Australian Covered Bond Term and Condition in respect of such Australian Covered Bonds);

"Final Terms" refers to the following:

for the Australian Covered Bonds issued on or after the date hereof, the applicable Final Terms for such Australian Covered Bonds; and

"Programme Terms" refers to the following:

on or after the date hereof, the programme terms set out in Schedule 1 hereto in respect of the Australian Covered Bonds issued on or after the date hereof (as may be amended, supplemented or restated).

  1. In this Addendum unless there is anything in the subject or context inconsistent therewith the following shall apply:
    1. words denoting the singular shall include the plural and vice versa;
    2. words denoting one gender only shall include the other genders; and
    3. words denoting persons only shall include firms and corporations and vice versa.
  3. (a) All references herein and in the applicable Australian Deed Poll to principal and/or principal amount and/or interest in respect of the Australian Covered Bonds or to any moneys payable by the Issuer or the Guarantor hereunder shall, unless the context otherwise requires, be construed in accordance with Condition 8.04 of the applicable Australian Covered Bonds Terms and Conditions.
    1. All references herein to any statute or any provision of any statute shall 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 modification or re-enactment.
    2. All references herein to any action, remedy or method of proceeding for the enforcement of the rights of creditors shall be deemed to include, in respect of any jurisdiction other than the Province of Ontario, Canada, references to such action,

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remedy or method of proceeding for the enforcement of the rights of creditors available or appropriate in such jurisdiction as shall most nearly approximate to such action, remedy or method of proceeding described or referred to herein.

    1. Unless the context otherwise requires words or expressions used in the trust presents shall bear the same meanings as in the Bank Act (Canada).
    2. All references herein, in the Trust Deed, the Master Definitions and Construction Agreement and each other Transaction Document to Euroclear and/or Clearstream, Luxembourg and/or DTC shall, whenever the context so permits, be deemed to include references to the Austraclear System.
    3. All references herein, in the Trust Deed, the Master Definitions and Construction Agreement and each other Transaction Document to the records of Euroclear, Clearstream, Luxembourg or DTC shall be to the records that each of Euroclear, Clearstream, Luxembourg, DTC or the Austraclear System, as applicable, holds for its customers or participants which reflect the amount of such customers' or participants' interest in the Covered Bonds.
    4. In this Addendum references to Schedules, Clauses, sub clauses, paragraphs and sub paragraphs shall be construed as references to the Schedules to this Addendum and to the Clauses, sub clauses, paragraphs and sub paragraphs of this Addendum respectively unless expressly provided otherwise.
    5. In this Addendum tables of contents and Clause headings are included for ease of reference and shall not affect the construction hereof.
  2. The third amended and restated master definitions and construction agreement made between the parties thereto as of July 22, 2021, as amended by a first amending agreement to third amended and restated master definitions and construction agreement dated July 28, 2023 and a second amending agreement to third amended and restated master definition and construction agreement dated July 31, 2024 (as the same may be further amended, restated, varied or supplemented from time to time with the consent of the parties thereto, the "Master Definitions and Construction Agreement") is expressly and specifically incorporated into this Addendum and, accordingly, the expressions defined in the Master Definitions and Construction Agreement (as so amended, restated, varied or supplemented) shall, except where the context otherwise requires and save where otherwise defined herein, have the same meanings in this Addendum, including the recitals hereto and this Addendum shall be construed in accordance with the interpretation provisions set out in Clause 2 of the Master Definitions and Construction Agreement. In the event of inconsistency between the Master Definitions and Construction Agreement and this Addendum, this Addendum shall prevail.
  3. Except as otherwise provided herein, the terms of the Trust Deed and the Supplemental Trust Deed as supplemented by this Addendum shall apply to the Australian Covered Bonds issued on or after the date hereof and the Trust Deed, the Supplemental Trust Deed, this Addendum and the applicable Australian Deed Poll shall be read and construed, in relation to the Australian Covered Bonds issued on or after the date hereof, as one document.
  4. All references to "Covered Bonds" in the Trust Deed, the Supplemental Trust Deed and Master Definitions and Construction Agreement and each other Transaction Document shall

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4

be interpreted as including Australian Covered Bonds as constituted under the applicable Australian Deed Poll and any reference to "Covered Bondholder" shall be construed accordingly unless otherwise specified in this Addendum. The Issuer acknowledges, agrees and confirms, for the benefit of the holders of Australian Covered Bonds and the Bond Trustee, that Australian Covered Bonds are "Covered Bonds" for the purposes of the Trust Deed.

  1. The Australian Covered Bond Terms and Conditions, as set out in Attachment 1 to the applicable Australian Deed Poll and as supplemented, modified or replaced by the applicable Final Terms, shall apply to the applicable Australian Covered Bonds.
  2. The holders of the Australian Covered Bonds shall have the further benefit of and be subject to the applicable Programme Terms. For the purposes of the Trust Deed in respect of the Australian Covered Bonds, references to "Conditions" shall be construed as the applicable Australian Covered Bond Terms and Conditions and, in all cases, the Programme Terms (as the context requires).
  3. All references in this Addendum, the Supplemental Trust Deed and the Trust Deed to the "Paying Agent" shall mean, in relation to a Tranche or Series of Australian Covered Bonds, the Australian Agent, or such other paying agent as the Final Terms of that Tranche or Series may specify.
  4. In the event of any inconsistency among the provisions of any of the applicable Final Terms, the applicable Australian Deed Poll, this Addendum, the Supplemental Trust Deed and the Trust Deed relating solely to the Australian Covered Bonds, the provisions of such agreements shall prevail in the following order (with the first referenced prevailing over the next referenced and so on): the applicable Final Terms, the applicable Australian Deed Poll, this Addendum, the Supplemental Trust Deed and the Trust Deed.
  5. The Issuer acknowledges, agrees and confirms that the applicable Australian Deed Poll is a Transaction Document as defined in the Master Definitions and Construction Agreement.
  1. Addendum
    This Addendum is an addendum to the Supplemental Trust Deed. Save as expressly amended by this Addendum, the Supplemental Trust Deed shall remain in full force and effect and all of the other rights, powers, obligations and immunities comprised therein and arising pursuant thereto shall remain in full force and effect notwithstanding this Addendum.
  2. Amendments
    Subject to the terms of Clause 21 of the Trust Deed, and except as otherwise expressly provided in this Addendum, the provisions in this Addendum may be amended or modified only by written agreement of all of the parties hereto, and if any such amendment or waiver is determined to be material in the opinion of the Guarantor, Rating Agency Confirmation shall be required in respect thereof. The Guarantor (or the Cash Manager on its behalf) shall deliver notice to the Rating Agencies of any amendment or waiver which does not require Rating Agency Confirmation provided that failure to deliver such notice shall not constitute a breach of the obligations of the Guarantor under this Addendum. This Addendum (and the benefits and obligations contained in it) may not be assigned by any

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party without the prior written consent of each of the other parties hereto and Rating Agency Confirmation having been obtained in respect of such assignment.

  1. Governing Law
    This Addendum is governed by, and shall be construed in accordance with, the laws of the Province of Ontario and the laws of Canada applicable therein.
  2. Counterparts
    This Addendum and any supplements hereto may be executed and delivered in any number of counterparts, all of which, taken together, shall constitute one and the same addendum and any party to this Addendum or any supplement hereto may enter into the same by executing and delivering a counterpart.

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IN WITNESS whereof this Addendum has been executed as an addendum by the Issuer, the Guarantor and the Bond Trustee and delivered on the date first stated on page 1.

CANADIAN IMPERIAL BANK OF

COMMERCE

Per: (s) Wojtek Niebrzydowski

Name: Wojtek Niebrzydowski

Title: Authorized Signatory

CIBC COVERED BOND (LEGISLATIVE) GUARANTOR LIMITED PARTNERSHIP, by its managing general partner, CIBC COVERED BOND (LEGISLATIVE) GP INC.

Per: (s) Wojtek Niebrzydowski

Name: Wojtek Niebrzydowski

Title: Authorized Signatory

COMPUTERSHARE TRUST COMPANY OF

CANADA

Per: (s) Nini Aroyewun

Name: Nini Aroyewun

Title: Corporate Trust Officer

Per: (s) Ann Samuel

Name: Ann Samuel

Title: Associate Trust Officer

Signature Page to the Fifth Addendum to the Second Amended and Restated Supplemental Trust Deed

SCHEDULE 1

PROGRAMME TERMS DATED DECEMBER 18, 2024

The following are the programme terms (the "Programme Terms") in respect of the Australian Covered Bonds, which as supplemented, modified or replaced in relation to any Australian Covered Bonds by the applicable Final Terms, will be applicable to the holders of each Series of Australian Covered Bonds issued pursuant to the applicable Australian Deed Poll.

The Covered Bond Guarantee has been created in, and pursuant to, and on the terms set out in, the Trust Deed and the security for the obligations of the Guarantor under the Covered Bond Guarantee and the other Transaction Documents to which it is a party has been created in and pursuant to, and on the terms set out in, a general security agreement (such general security agreement as amended, supplemented or replaced the "Security Agreement") dated July 2, 2013 and made between the Guarantor, the Bond Trustee and certain other Secured Creditors.

The Programme Terms include summaries of and are subject to, the provisions of the Trust Deed, the Security Agreement, the Agency Agreement and the other Transaction Documents. The Terms and Conditions include a summary of and are subject to, certain provisions of the applicable Australian Deed Poll.

The Australian Covered Bonds are issued in series (each, a "Series"), and each Series may comprise one or more tranches ("Tranches" and each, a "Tranche") of Australian Covered Bonds. Each Tranche will be the subject of final terms (each, "Final Terms").

Save as provided in Programme Terms 3 and 4, references in these Programme Terms to "Covered Bonds" are to Australian Covered Bonds of the relevant Series in units of the lowest Specified Denomination in the Specified Currency and references in these Programme Terms to "Covered Bondholders" are to the Holders.

References in these Programme Terms to the Final Terms are to Part A of the Final Terms prepared in relation to the Australian Covered Bonds of the relevant Tranche or Series.

In respect of any Australian Covered Bonds, references herein to "Terms and Conditions" are to the terms and conditions set out in the applicable Australian Deed Poll as supplemented or modified or (to the extent thereof) replaced by Part A of the Final Terms and any reference herein to a "Condition" is a reference to the relevant Condition of the Terms and Conditions of the relevant Australian Covered Bonds.

Except where the context otherwise requires, capitalized terms used or otherwise defined in the Programme Terms shall bear the meanings given to them in the applicable Final Terms and/or the Third Amended and Restated Master Definitions and Construction Agreement made between the parties to the Transaction Documents dated July 22, 2021, as amended by a first amending agreement to third amended and restated master definitions and construction agreement dated July 28, 2023 and a second amending agreement to third amended and restated master definition and construction agreement dated July 31, 2024 (such third amended and restated master definitions and construction agreement as may be further amended, supplemented or replaced, the "Master Definitions and Construction Agreement" or the "Master Definitions").

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1. Guarantee

Payment of Guaranteed Amounts in respect of the Covered Bonds when the same shall become Due for Payment has been unconditionally and irrevocably guaranteed by the Guarantor (the "Covered Bond Guarantee") in favour of the Bond Trustee (for and on behalf of the Covered Bondholders) following a Covered Bond Guarantee Activation Event pursuant to the terms of the Trust Deed. The Guarantor shall have no obligation under the Covered Bond Guarantee to pay any Guaranteed Amounts until a Covered Bond Guarantee Activation Event (as defined below) has occurred. The obligations of the Guarantor under the Covered Bond Guarantee are direct and, following the occurrence of a Covered Bond Guarantee Activation Event, unconditional and, except as provided in the Guarantee Priority of Payments, unsubordinated obligations of the Guarantor, which are secured as provided in the Security Agreement. For the purposes of these Programme Terms and the applicable Terms and Conditions, a "Covered Bond Guarantee Activation Event" means the earlier to occur of (i) an Issuer Event of Default together with the service of an Issuer Acceleration Notice on the Issuer and the service of a Notice to Pay on the Guarantor; and (ii) a Guarantor Event of Default together with the service of a Guarantor Acceleration Notice on the Issuer and the Guarantor. If a Notice to Pay is served on the Guarantor, the Guarantor shall pay Guaranteed Amounts in respect of the Covered Bonds on the Original Due for Payment Dates or, if applicable, the Extended Due for Payment Date.

Any payment made by the Guarantor under the Covered Bond Guarantee shall (unless such obligation shall have been discharged as a result of the payment of Excess Proceeds to the Bond Trustee pursuant to Programme Term 3) discharge pro tanto the obligations of the Issuer in respect of such payment under the Covered Bonds, Receipts and Coupons except where such payment has been declared void, voidable or otherwise recoverable in whole or in part and recovered from the Bond Trustee or the holders of the Covered Bonds.

2. Redemption and Purchase

Extended Due for Payment Date Provisions

2.1 Without prejudice to Condition 7 and Programme Term 3, if an Extended Due for Payment Date is specified as applicable in the Final Terms for a Series of Australian Covered Bonds and the Issuer has failed to pay the Final Redemption Amount on the Final Maturity Date specified in the Final Terms (or after expiry of the grace period set out in Programme Term 3.1(a)) and, following service of a Notice to Pay on the Guarantor by no later than the date falling one Business Day prior to the Extension Determination Date, the Guarantor has insufficient moneys available in accordance with the Guarantee Priority of Payments to pay in full the Guaranteed Amounts corresponding to the Final Redemption Amount of the relevant Series of Australian Covered Bonds on the date falling on the earlier of (a) the date which falls two Business Days after service of such Notice to Pay on the Guarantor or, if later, the Final Maturity Date (or, in each case, after the expiry of the grace period set out in Programme Term 3.2) under the terms of the Covered Bond Guarantee or (b) the Extension Determination Date, then (subject as provided below) payment of the unpaid amount by the Guarantor under the Covered Bond Guarantee shall be deferred until the Extended Due for Payment Date, provided that in respect of any amount representing the Final Redemption Amount due and remaining unpaid on the earlier of (a) and (b) above, the Guarantor will apply any moneys available (after paying or providing for payment of higher ranking or pari passu amounts in accordance with the Guarantee Priority of Payments) to pay the Guaranteed Amounts corresponding to the Final Redemption Amount of the relevant Series of Australian Covered Bonds on any Interest Payment Date thereafter up to (and including) the relevant Extended Due for Payment Date.

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CIBC - Canadian Imperial Bank of Commerce published this content on January 14, 2025, and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on January 14, 2025 at 06:05:03.338.