Canadian Imperial Bank of Commerce : 2026 1 series purchase agreement en
CM.TO
Published on 05/15/2026 at 03:51 am EDT
Dated as of April 30, 2026 to the
Pooling and Servicing Agreement
Relating to the Series 2026-1 Ownership Interest
as Seller and initial Servicer and
as agent for and on behalf of the Seller,
the Co-Owners and the other Persons who from time to time are party to the Series Purchase Agreements
and
by COMPUTERSHARE TRUST COMPANY OF CANADA,in its capacity as trustee, as represented by its Financial Services Agent,
SERIES 2026-1 PURCHASE AGREEMENT 1
SERIES 2026-1 PURCHASE AGREEMENT 4
Article 1. DEFINITIONS AND INTERPRETATION 4
Section 1.1. Definitions 4
Section 1.2. Headings. 13
Section 1.3. Schedules and Exhibits 14
Section 1.4. References to Certain Terms in Pooling and Servicing Agreement 14
Section 1.5. English Language. 14
Section 1.6. Conflict Between Series 2026-1 Purchase Agreement and Pooling and
Servicing Agreement 14
Section 1.7. Discontinuance and Changes in Designation of Ratings. 14
Section 1.8. Currency 14
Section 1.9. References to Acts of the Series 2026-1 Co-Owner 14
Article 2. CREATION, TRANSFER AND PRINCIPAL TERMS 15
Section 2.1. Creation and Transfer of the Series 2026-1 Ownership Interest 15
Section 2.2. Principal Terms of the Series 2026-1 Ownership Interest 15
Section 2.3. Pooling and Servicing Agreement 16
Section 2.4. Covenants, Representations and Warranties of the Seller 16
Section 2.5. Covenants, Representations and Warranties of the Series 2026-1 Co-Owner 17
Section 2.6. Additional Ownership Interests 17
Section 2.7. Cash Reserve Amount Alternative 17
Section 2.8. Clean-Up Repurchase Option 18
Article 3. APPOINTMENT OF SERVICER AND CUSTODIAN 18
Section 3.1. Appointment of Servicer 18
Section 3.2. Appointment of Custodian. 18
Article 4. ADDITIONAL PROPERTY 18
Section 4.1. Additional Property 18
Article 5. OWNERSHIP INCOME REQUIREMENT 19
Section 5. 1. Determination of the Ownership Income Requirement of the Series 2026-1
Ownership Interest 19
Article 6. DEPOSITS AND REMITTANCES OF COLLECTIONS AND TRANSFER DEPOSITS 20
Section 6.1. The Accumulations Account, the Cash Reserve Account and the Series 2026-1 Note Liquidation Account for the Series 2026-1 Ownership Interest 20
Section 6.2. Requirement of the Servicer to Deposit under Section 6.3(2) of the Pooling and
Servicing Agreement 21
Section 6.3. Investment of Amounts in Series Accounts 24
Section 6.4. Distributions of Deposited Amounts During Accumulation and Amortization 24
Section 6.5. Limitation on Retained Interest 24
Section 6.6. Additional Amounts Payable in Exercise of Clean-up Repurchase Option 24
Section 6.7 Excess Requirement 24
Article 7. AMORTIZATION 24
Section 7.1. Amortization Events. 24
Section 7.2. Declaration of Amortization Commencement Day. 26
Section 7.3. Rescission and Annulment of Amortization Events 27
Article 8 SERVICER TERMINATION EVENTS 27
Section 8.1. Servicer Termination Events. 27
Article 9. AMENDMENTS TO AGREEMENTS 28
Section 9.1. Conforming Amendments. 28
Article 10. REPORTING 29
Section 10.1. Reporting Requirements 29
Article 11 GENERAL 29
Section 11.1. Information and Terms Not Specified 29
Section 11.2. No Discretion of Custodian 30
Section 11.3. Governing Law 30
Section 11.4. Notices. 30
Ratification of Pooling and Servicing Agreement 31
Counterparts 31
Permitted Assignee of Co-Owner 31
Limitation of Liability of Financial Services Agent, Issuer Trustee and Custodian. 31
Waivers. 32
SCHEDULE "1" IDENTIFICATION OF THE SERIES ACCOUNTS 35
SCHEDULE "2" FORM OF OWNERSHIP INCOME REQUIREMENT REPORT 36
EXHIBIT "A" FORM OF SERVICER REPORT AND MONTHLY SERVICER'S CERTIFICATE 37
‌Section 1.1. Definitions.
Except as otherwise expressly specified in this Series 2026-1 Purchase Agreement, all terms used in this Series 2026-1 Purchase Agreement that are defined in the Pooling and Servicing Agreement, either directly or by reference therein, have the meanings ascribed to them in the Pooling and Servicing Agreement. In respect of the meanings or further particulars of terms defined in the Pooling and Servicing Agreement with reference to a particular Series, such meanings and further particulars in respect of the Series 2026-1 Ownership Interest are set forth in this Series 2026-1 Purchase Agreement and, in addition, the following terms have the respective meanings set forth below for all purposes of this Series 2026-1 Purchase Agreement:
"Accumulation Commencement Day" shall mean, in respect of the Series 2026-1 Ownership Interest, the day determined as such in accordance with Section 2.2(c).
"Accumulation Period" shall mean, in respect of the Series 2026-1 Ownership Interest, the period commencing on the Accumulation Commencement Day and ending on the earliest of (i) the first Reporting Day on which the Invested Amount of the Series 2026-1 Ownership Interest is reduced to zero, (ii) the Amortization Commencement Day for the Series 2026-1 Ownership Interest, and (iii) the Series Termination Date;
"Accumulations Account" shall mean, in respect of the Series 2026-1 Ownership Interest, the segregated Canadian Dollar Eligible Deposit Account established in the name of the Series 2026-1 Co-Owner in respect of the Series 2026-1 Ownership Interest in accordance with Section 6.6 of the Pooling and Servicing Agreement and Section 6.1 for the purpose of depositing therein all remittances made in respect of the Series 2026-1 Ownership Interest and, initially, shall mean the account specified in Schedule "1";
"Additional Funding Expenses" shall have the meaning ascribed thereto in the Series 2026-1 Supplement;
"Amortization Commencement Day" shall mean, in respect of the Series 2026-1 Ownership Interest, in addition to any day specified in the Pooling and Servicing Agreement, the earlier of:
the day specified as such in a written notice delivered by or on behalf of the Issuer Trustee pursuant to Section 7.2(1); and
the day on which an Amortization Event occurs as set forth in Section 7.2(2), provided that such Amortization Event is not waived in the circumstances contemplated in Section 7.2(1);
"Amortization Event" shall have the meaning ascribed thereto in Section 7.1(1);
"Amortization Period" shall mean, in respect of the Series 2026-1 Ownership Interest, the period commencing on the Amortization Commencement Day and ending on the earlier of (i) the first Reporting Day on which the Invested Amount of the Series 2026-1 Ownership Interest has been reduced to zero and all distributions to which the Series 2026-1 Co-Owner is entitled in respect of the Series 2026-1 Ownership Interest have been made, (ii) if applicable, the day on which the Amortization Period ends as a result of the applicable Amortization Event or Amortization Events, as the case may be, being rescinded or annulled by a Co-Owner Direction, and (iii) the Series Termination Date;
"Business Day" shall mean, any day, other than a Saturday or Sunday or a day on which banks in the City of Toronto, Ontario or the City of New York, New York are not open for business;
"Canadian Dollar Equivalent" shall mean, in relation to any amount of funds denominated in U.S. Dollars with respect to the Series 2026-1 Notes, the Canadian Dollar equivalent of such amount ascertained using the Specified Rate;
"Canadian Dollars" shall mean the lawful money of Canada;
"Cash Reserve Account" shall mean, in respect of the Series 2026-1 Ownership Interest, the segregated Canadian Dollar Eligible Deposit Account maintained by the Custodian as agent for the Seller and the Series 2026-1 Co-Owner and designated in Schedule "1" as the Cash Reserve Account for the purposes of this Agreement in accordance with Section 6.6 of the Pooling and Servicing Agreement and Section 6.1 hereof;
"Cash Reserve Event" shall occur in respect of the Series 2026-1 Ownership Interest if, on a Calculation Day, the number, expressed as a percentage (the "Excess Spread Percentage"), equal to twelve times:
the average Ownership Finance Charge Receivables for the Series 2026-1 Ownership Interest during the three Reporting Periods preceding such Calculation Day,
minus
the sum of the Series Interest and Additional Funding Expenses (less any investment income accrued and received in respect of amounts on deposit in the Accumulations Account and the applicable Pre-Accumulation Available Amount, if any, as contemplated in Section 6.2(2)), the Series Pool Losses and the Contingent Successor Servicer Amount, in each case, for the Series 2026-1 Ownership Interest averaged over the three Reporting Periods preceding such Calculation Day,
divided by
the Invested Amount of the Series 2026-1 Ownership Interest averaged over the three Reporting Days preceding such Calculation Day,
is less than or equal to 4% and shall end on the Calculation Day on which the Excess Spread Percentage (utilizing, in the foregoing calculation, the three Reporting Periods and Reporting Days, as applicable, preceding such Calculation Day) exceeds 4% ;
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CIBC - Canadian Imperial Bank of Commerce published this content on May 15, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 15, 2026 at 07:50 UTC.