Common use of Appointment of a Standby Servicer and an Independent Investment Advisor Clause in Contracts

Appointment of a Standby Servicer and an Independent Investment Advisor. (1) The Custodian shall use its best efforts to arrange for a Standby Servicer if (a)(i) the long-term rating of CT Bank issued by DBRS and S&P, if any, or (ii) the long-term rating of Canadian Tire or another Person providing a Servicer guarantee pursuant to Section 7.4(1) issued by DBRS and S&P in circumstances where CT Bank is not then rated by DBRS and S&P and Canadian Tire has provided a servicer guarantee contemplated under Section 7.4(1), has been reduced to a long-term rating of BB (high) (long-term) or below by DBRS and BB+ (long-term) or below by S&P or (b) CT Bank (except in the circumstances described in (a)(ii)) or Canadian Tire or such other Person providing a servicer guarantee (if Canadian Tire or such other Person is providing a servicer guarantee described in (a)(ii)), as the case may be, is unrated by DBRS and S&P. The designation of any Standby Servicer shall, in the case of DBRS, be subject to satisfaction of the Rating Agency Condition. (2) The Standby Servicer shall agree to act as a successor Servicer if CT Bank is replaced as the Servicer in the circumstances described in (e) of Section 9.1(1), and the Standby Servicer shall, unless another Person has been appointed as the Successor Servicer, be obligated to perform the functions, and assume all of the obligations and responsibilities, of a Successor Servicer under the Pooling and Servicing Agreement if CT Bank is replaced as Servicer as a result of the occurrence of a servicer termination event under (e) of Section 9.1(1). (3) Promptly after the appointment of a Standby Servicer, the Custodian shall engage an Independent Investment Advisor to perform the monitoring functions and to make the determinations set forth in (e) of Section 9.1(1). The Independent Investment Advisor will be selected by the Custodian on the basis of the recommendation of the Issuer Trustee, who in turn shall rely upon the advice of the Administrator in making such recommendation. (4) CT Bank shall pay any standby fee payable in connection with the engagement of a Standby Servicer appointed hereunder and all reasonable fees, and reimburse all reasonable expenses, of an Independent Investment Advisor appointed hereunder. (5) CT Bank shall make available for inspection by the Independent Investment Advisor financial information relating to CT Bank, its businesses and assets which may be reasonably requested by the Independent Investment Advisor to enable it to perform the monitoring functions and to make the determinations contemplated in (e) of Section 9.1(1).

Appointment of a Standby Servicer and an Independent Investment Advisor. (1) The Custodian shall use its best efforts to arrange for a Standby Servicer if (a)(i) the long-term rating of CT Bank issued by Morningstar DBRS and S&P, if any, or (ii) the long-long- term rating of Canadian Tire or another Person providing a Servicer guarantee pursuant to Section 7.4(1) issued by Morningstar DBRS and S&P in circumstances where CT Bank is not then rated by Morningstar DBRS and S&P and Canadian Tire has provided a servicer guarantee contemplated under Section 7.4(1), has been reduced to a long-term rating of BB (high) (long-term) or below by Morningstar DBRS and BB+ (long-term) or below by S&P or (b) CT Bank (except in the circumstances described in (a)(ii)) or Canadian Tire or such other Person providing a servicer guarantee (if Canadian Tire or such other Person is providing a servicer guarantee described in (a)(ii)), as the case may be, is unrated by Morningstar DBRS and S&P. The designation of any Standby Servicer shall, in the case of Morningstar DBRS, be subject to satisfaction of the Rating Agency Condition. (2) The Standby Servicer shall agree to act as a successor Servicer if CT Bank is replaced as the Servicer in the circumstances described in (e) of Section 9.1(1), and the Standby Servicer shall, unless another Person has been appointed as the Successor Servicer, be obligated to perform the functions, and assume all of the obligations and responsibilities, of a Successor Servicer under the Pooling and Servicing Agreement if CT Bank is replaced as Servicer as a result of the occurrence of a servicer termination event under (e) of Section 9.1(1). (3) Promptly after the appointment of a Standby Servicer, the Custodian shall engage an Independent Investment Advisor to perform the monitoring functions and to make the determinations set forth in (e) of Section 9.1(1). The Independent Investment Advisor will be selected by the Custodian on the basis of the recommendation of the Issuer Trustee, who in turn shall rely upon the advice of the Administrator in making such recommendation. (4) CT Bank shall pay any standby fee payable in connection with the engagement of a Standby Servicer appointed hereunder and all reasonable fees, and reimburse all reasonable expenses, of an Independent Investment Advisor appointed hereunder. (5) CT Bank shall make available for inspection by the Independent Investment Advisor financial information relating to CT Bank, its businesses and assets which may be reasonably requested by the Independent Investment Advisor to enable it to perform the monitoring functions and to make the determinations contemplated in (e) of Section 9.1(1).

Appointment of a Standby Servicer and an Independent Investment Advisor. (1) The Custodian shall use its best efforts to arrange for a Standby Servicer if (a)(i) the long-term rating of CT Bank issued by DBRS Morningstar and S&P, if any, or (ii) the long-long- term rating of Canadian Tire or another Person providing a Servicer guarantee pursuant to Section 7.4(1) issued by DBRS Morningstar and S&P in circumstances where CT Bank is not then rated by DBRS Morningstar and S&P and Canadian Tire has provided a servicer guarantee contemplated under Section 7.4(1), has been reduced to a long-term rating of BB (high) (long-term) or below by DBRS Morningstar and BB+ (long-term) or below by S&P or (b) CT Bank (except in the circumstances described in (a)(ii)) or Canadian Tire or such other Person providing a servicer guarantee (if Canadian Tire or such other Person is providing a servicer guarantee described in (a)(ii)), as the case may be, is unrated by DBRS Morningstar and S&P. The designation of any Standby Servicer shall, in the case of DBRSDBRS Morningstar, be subject to satisfaction of the Rating Agency Condition. (2) The Standby Servicer shall agree to act as a successor Servicer if CT Bank is replaced as the Servicer in the circumstances described in (e) of Section 9.1(1), and the Standby Servicer shall, unless another Person has been appointed as the Successor Servicer, be obligated to perform the functions, and assume all of the obligations and responsibilities, of a Successor Servicer under the Pooling and Servicing Agreement if CT Bank is replaced as Servicer as a result of the occurrence of a servicer termination event under (e) of Section 9.1(1). (3) Promptly after the appointment of a Standby Servicer, the Custodian shall engage an Independent Investment Advisor to perform the monitoring functions and to make the determinations set forth in (e) of Section 9.1(1). The Independent Investment Advisor will be selected by the Custodian on the basis of the recommendation of the Issuer Trustee, who in turn shall rely upon the advice of the Administrator in making such recommendation. (4) CT Bank shall pay any standby fee payable in connection with the engagement of a Standby Servicer appointed hereunder and all reasonable fees, and reimburse all reasonable expenses, of an Independent Investment Advisor appointed hereunder. (5) CT Bank shall make available for inspection by the Independent Investment Advisor financial information relating to CT Bank, its businesses and assets which may be reasonably requested by the Independent Investment Advisor to enable it to perform the monitoring functions and to make the determinations contemplated in (e) of Section 9.1(1).

Appointment of a Standby Servicer and an Independent Investment Advisor. (1) The Custodian shall use its best efforts to arrange for a Standby Servicer if (a)(i) the long-term rating of CT Bank issued by DBRS Morningstar and S&P, if any, or (ii) the long-long- term rating of Canadian Tire or another Person providing a Servicer guarantee pursuant to Section 7.4(1) issued by DBRS Morningstar and S&P in circumstances where CT Bank is not then rated by DBRS Morningstar and S&P and Canadian Tire has provided a servicer guarantee contemplated under Section 7.4(1), has been reduced to a long-term rating of BB (high) (long-term) or below by DBRS Morningstar and BB+ (long-term) or below by S&P or (b) CT Bank (except in the circumstances described in (a)(ii)) or Canadian Tire or such other Person providing a servicer guarantee (if Canadian Tire or such other Person is providing a servicer guarantee described in (a)(ii)), as the case may be, is unrated by DBRS Morningstar and S&P. The designation of any Standby Servicer shall, in the case of DBRSDBRS Morningstar, be subject to satisfaction of the Rating Agency Condition. (2) The Standby Servicer shall agree to act as a successor Servicer if CT Bank is replaced as the Servicer in the circumstances described in (e) of Section 9.1(1), and the Standby Servicer shall, unless another Person has been appointed as the Successor Servicer, be obligated to perform the functions, and assume all of the obligations and responsibilities, of a Successor Servicer under the Pooling and Servicing Agreement if CT Bank is replaced as Servicer as a result of the occurrence of a servicer termination event under (e) of Section 9.1(1). (3) Promptly after the appointment of a Standby Servicer, the Custodian shall engage an Independent Investment Advisor to perform the monitoring functions and to make the determinations set forth in (e) of Section 9.1(1). The Independent Investment Advisor will be selected by the Custodian on the basis of the recommendation of the Issuer Trustee, who in turn shall rely upon the advice of the Administrator in making such recommendation. (4) CT Bank shall pay any standby fee payable in connection with the engagement of a Standby Servicer appointed hereunder and all reasonable fees, and reimburse all reasonable expenses, of an Independent Investment Advisor appointed hereunder. (5) CT Bank shall make available for inspection by the Independent Investment Advisor financial information relating to CT Bank, its businesses and assets which may be reasonably requested by the Independent Investment Advisor to enable it to perform the monitoring functions and to make the determinations contemplated in (e) of Section 9.1(1).

Appointment of a Standby Servicer and an Independent Investment Advisor. (1) The Custodian shall use its best efforts to arrange for a Standby Servicer if if: (a)(ia) (i) the long-term rating of CT Bank CTB issued by DBRS and S&P, if any, or (ii) the long-long- term rating of Canadian Tire or another Person providing a Servicer servicer guarantee pursuant to Section 7.4(17.3(1) issued by DBRS and S&P in circumstances where CT Bank CTB is not then rated by DBRS and S&P and Canadian Tire has provided a servicer guarantee contemplated under Section 7.4(17.3(1), has been reduced to a long-term rating of BB (high) (long-term) or below by DBRS and BB+ (long-term) or below by S&P or S&P; or (b) CT Bank CTB (except in the circumstances described in (a)(ii)) or Canadian Tire or such other Person providing a servicer guarantee (if Canadian Tire or such other Person is providing a servicer guarantee described in (a)(ii)), as the case may be, is unrated by DBRS and S&P. The designation of any Standby Servicer shall, in the case of DBRS, be subject to satisfaction of the Rating Agency Condition. (2) The Standby Servicer shall agree to act as a successor Successor Servicer if CT Bank CTB is replaced as the Servicer in the circumstances described in (e) of Section 9.1(1), and the 9.1. The Standby Servicer shall, unless another Person has been appointed as the Successor Servicer, be obligated to perform the functions, and assume all of the obligations and responsibilities, of a Successor Servicer under the Pooling and Servicing Agreement if CT Bank CTB is replaced as Servicer as a result of the occurrence of a servicer termination event under (e) of Section 9.1(1)9.1. (3) Promptly after the appointment of a Standby Servicer, the Custodian shall engage an Independent Investment Advisor to perform the monitoring functions and to make the determinations set forth in (e) of Section 9.1(1)9.1. The Independent Investment Advisor will be selected by the Custodian on the basis of the recommendation of the Issuer Trustee, who in turn shall rely upon the advice of the Administrator in making such recommendation. (4) CT Bank CTB shall pay any standby fee payable in connection with the engagement of a Standby Servicer appointed hereunder and all reasonable fees, and reimburse all reasonable expenses, of an Independent Investment Advisor appointed hereunder. (5) CT Bank CTB shall make available for inspection by the Independent Investment Advisor financial information relating to CT BankCTB, its businesses and assets which may be reasonably requested by the Independent Investment Advisor to enable it to perform the monitoring functions and to make the determinations contemplated in (e) of Section 9.1(1)9.1.