Appointment of Banker and Corporate Authorizations

All references below to the "Customer" are references to the business customer using the services described herein. You acknowledge the following:

1. Authorized Signatories of the Customer are hereby authorized on behalf of and in the name of the Customer to conduct all aspects of the Customer's banking activities with The Bank of Nova Scotia ("Scotiabank"), including without limitation, the powers enumerated below: 

• to sign and deliver on behalf of the Customer: (i) the Scotiabank Financial Services Agreement ("SFSA"), (ii) any product/service selection agreements and (iii) any other banking agreements between the Customer and Scotiabank, together with all amendments, restatements and renewals of any such agreements; 
• to sign, make, draw, accept, endorse, execute and deliver, negotiate with, on behalf of and in the name of the Customer all such cheques, bills of exchange, drafts, acceptances, and any other orders for the payment of money from or to any of Customer's accounts with Scotiabank; 
• to give, sign and deliver on behalf of the Customer instructions, directions, instruments, documents, verifications, approvals, certifications, service requests and other agreements, documents and instruments in connection with any other banking business of the Customer (other than for the borrowing of money from, or the granting of security to, Scotiabank); 
• to delegate from time to time, in his or her discretion as considered appropriate, his or her authority and power under the corporation's authorizing resolutions to any person(s), so that such delegatee(s) may so act alone, or together, pursuant to the delegation, instead of all the required Authorized Signatories as identified to Scotiabank in writing, in form satisfactory to Scotiabank, on behalf of the Customer; 
• to borrow money from Scotiabank and incur other obligations to Scotiabank upon the credit of the Customer pursuant to or with respect to cheques, promissory notes, bills of exchange, drafts, acceptances, other orders for the payment of money, other instruments, whether negotiable or not, or pursuant to or with respect to warehouse receipts, bills of lading, indemnities for letters of credit, other indemnities, and other agreements, documents and instruments, whether negotiable or not, including without limitation, facility letters and credit agreements, as may be requested by Scotiabank or delivered to Scotiabank from time to time, in such amounts and on such terms as may be considered advisable; and 
• to assign, transfer, convey, hypothecate, mortgage, charge, pledge or otherwise grant security interests in any and all assets of the Customer, real or personal, moveable or immoveable, present or future, as security for the payment and fulfilment of any and all present and future indebtedness, liabilities and obligations of the Customer to Scotiabank. 

2. Without limiting the generality of the foregoing authorizations, the Customer is hereby authorized to enter into any agreements with Scotiabank, whether or not being part of the SFSA, providing for the giving of instruments, instructions, directions, verifications, approvals, certifications, service requests and other communications by the Customer to Scotiabank by facsimile, electronic (including e mail), oral (including telephone) or written communication, and any Authorized Signatory (including any delegatees pursuant to paragraph 1(d) above) are hereby authorized to sign, on behalf of the Customer, such agreements and all schedules thereto together with all amendments, restatements, and renewals of any such agreements and schedules.

3. All such agreements, instruments, security documents, other documents, instructions, directions, verifications, approvals, certifications, service requests and communications which are so made, given or signed by Authorized Signatories (or such delegatees) are hereby expressly confirmed, authorized, ratified and approved. Our seal is not required on any written document to make it valid or to demonstrate consideration or value received by us. 

4. The Customer shall notify Scotiabank from time to time in writing of all changes of Authorized Signatories; and such list, when received by Scotiabank, shall be binding on the Customer until written notice to the contrary shall have been given to Scotiabank and receipt of such notice acknowledged by Scotiabank. 

5. This resolution shall be communicated to Scotiabank and shall continue in force as between the Customer and Scotiabank until written notice to the contrary shall have been given to Scotiabank and receipt of such notice is acknowledged in writing by Scotiabank and Scotiabank shall be entitled, without independent inquiry, to rely upon this certificate of resolution, and the most recent such written notice, until Scotiabank acknowledges in writing its receipt of a new such notice. 

6. All previous banking resolutions (if any) of the Customer as to Authorized Signatories and other banking matters herein are hereby repealed and revoked. 

7. As an Authorized Signatory of the Customer you hereby appoint The Bank of Nova Scotia ("Scotiabank") as the banker for the business customer applying for these services (the "Customer") and, in connection therewith, the Customer may open and maintain one or more bank accounts at, or engage in one or more services with, Scotiabank. 

8. You certify that, according to the relevant constating documents of the Customer, you are authorized by resolution of the Board of Directors of the Customer to conduct all aspects of the Customer's banking activities with Scotiabank, including, without limitation, the powers of an Authorized Signatory listed above and that such resolutions remain in full force and effect, unamended on the date hereof and that no proceedings have been taken or are pending to amend, supplement, revoke or repeal such resolutions. 

9. You certify that (i) you have the knowledge and authority to provide the information given by you in this application process, (ii) that such information is complete and correct, (iii) you acknowledge that Scotiabank is relying on this information for all of its dealings with the Customer, (iv) you have the signing authority to bind the Customer, (v) Scotiabank shall be entitled, without independent inquiry, to rely upon this statement until the Customer delivers, and Scotiabank acknowledges in writing receipt of, a new certificate advising of the authorizations relating to services provided to the Customer by Scotiabank