Common use of Requirement of the Servicer Clause in Contracts

Requirement of the Servicer. to Deposit under Section 6.3(2) of the Pooling and Servicing Agreement. (1) The following conditions shall be specified for the purposes of Section 6.3(2)(c) of the Pooling and Servicing Agreement and, in addition to the conditions specified in Section 6.3(2)(a) and (b) of the Pooling and Servicing Agreement and, if applicable in relation to any other Series, Section 6.3(2)(c) of the Pooling and Servicing Agreement, such conditions shall be satisfied before the Servicer shall not be required to make deposits of Collections and Miscellaneous Deposits into the Collection Account pursuant to Section 6.3(1) of the Pooling and Servicing Agreement: (a) no Servicer Termination Event or Amortization Event has occurred and is continuing; (b) no Series is in its Amortization Period; and (c) either: (i) Canadian Tire or another Person guarantees the obligations of the Seller as Servicer and Canadian Tire or such other Person maintains a rating from each Rating Agency then rating its securities equivalent to at least (x) if DBRS Morningstar is rating any Related Securities of the Series 2022-1 Co- Owner, an R-1 (low) short-term unsecured debt rating from DBRS Morningstar, (y) if S&P is rating any Related Securities of the Series 2022-1 Co-Owner, an A-1+ short-term unsecured debt rating from S&P, and (z) if rated by Fitch, and Fitch is rating any Related Securities of the Series 2022- 1 Co-Owner, a long-term unsecured debt rating of A and a short-term unsecured debt rating of F1 from Fitch or, if not rated by Fitch and Fitch is rating any Related Securities of the Series 2022-1 Co-Owner, the Rating Agency Condition shall have been satisfied in respect of Fitch and Fitch shall not have indicated that it intends to, or has downgraded, any Series 2022-1 Notes, or (ii) subject to satisfaction of the Rating Agency Condition in respect of the Series 2022-1 Notes, the Seller arranges for and maintains a letter of credit in favour of the Custodian from an Eligible Institution in an amount equal to at least 18.0% of the Pool Balance on the immediately preceding Determination Day in support of the obligation of the Seller, as Servicer, to make deposits into the Collection Account as provided hereunder. (2) If, pursuant to Section 6.3(2) of the Pooling and Servicing Agreement, the Servicer is not required to make deposits of Collections and Miscellaneous Deposits into the Collection Account pursuant to Section 6.3(1) of the Pooling and Servicing Agreement, the Servicer shall make all distributions contemplated to be made pursuant to Section 6.3(2) of the Pooling and Servicing Agreement in respect of the Series 2022-1 Ownership Interest directly into the Accumulations Account or another Series Account, as the case may be, for the Series 2022-1 Ownership Interest. (3) For greater certainty, if Collections and Miscellaneous Deposits otherwise required to be deposited into the Accumulations Account or another Series Account is not so deposited but rather is commingled by the Servicer as permitted under Section 6.3(2) of the Pooling and Servicing Agreement, then such amount not deposited and commingled shall be deemed to have been deposited for the purposes of paragraph (c) of the definition of “Unadjusted Invested Amount” under Section 1.1 of the Pooling and Servicing Agreement, as and in respect of the day that such amount would otherwise have been deposited into such account. For greater certainty, deposits from the Series 2022-1 Liquidation Yield Reserve Account and the Series 2022-1 Liquidation Principal Funding Account to the Accumulations Account are not deposits that are to be taken into account for the purposes of paragraph (c) of the definition of “Unadjusted Invested Amount” under Section 1.1 of the Pooling and Servicing Agreement. (4) Notwithstanding any right to commingle Collections and Miscellaneous Deposits pursuant to Section 7.4(1) and pursuant to Section 6.3(2) of the Pooling and Servicing Agreement, if the Person guaranteeing the obligations of the Servicer for the purposes of meeting the requirements of such Sections does not maintain a rating from S&P of at least A-1+ as of a Business Day and S&P is rating the Series 2022-1 Notes, then the Servicer shall deposit directly into the Accumulations Account or another Series Account, as the case may be, an amount of Collections and/or Miscellaneous Deposits for the Business Day equal to the amount otherwise required to be deposited or distributed in respect of the Series 2022-1 Ownership Interest, and, for greater certainty, the Servicer shall not be permitted to commingle such Collections and Miscellaneous Deposits with its general funds.

Requirement of the Servicer. to Deposit under Section 6.3(2) of the Pooling and Servicing Agreement. (1) The following conditions shall be specified for the purposes of Section 6.3(2)(c) of the Pooling and Servicing Agreement and, in addition to the conditions specified in Section 6.3(2)(a) and (b) of the Pooling and Servicing Agreement and, if applicable in relation to any other Series, Section 6.3(2)(c) of the Pooling and Servicing Agreement, such conditions shall be satisfied before the Servicer shall not be required to make deposits of Collections and Miscellaneous Deposits into the Collection Account pursuant to Section 6.3(1) of the Pooling and Servicing Agreement: (a) no Servicer Termination Event or Amortization Event has occurred and is continuing; (b) no Series is in its Amortization Period; and (c) either: (i) Canadian Tire or another Person guarantees the obligations of the Seller as Servicer and Canadian Tire or such other Person maintains a rating from each Rating Agency then rating its securities equivalent to at least (x) if DBRS Morningstar is rating any Related Securities of the Series 20222023-1 Co- Owner, an R-1 (low) short-term unsecured debt rating from DBRS Morningstar, (y) if S&P is rating any Related Securities of the Series 20222023-1 Co-Owner, an A-1+ short-term unsecured debt rating from S&P, and (z) if rated by Fitch, and Fitch is rating any Related Securities of the Series 2022- 2023-1 Co-Owner, a long-term unsecured debt rating of A and a short-term unsecured debt rating of F1 from Fitch or, if not rated by Fitch and Fitch is rating any Related Securities of the Series 20222023-1 Co-Owner, the Rating Agency Condition shall have been satisfied in respect of Fitch and Fitch shall not have indicated that it intends to, or has downgraded, any Series 20222023-1 Notes, or (ii) subject to satisfaction of the Rating Agency Condition in respect of the Series 20222023-1 Notes, the Seller arranges for and maintains a letter of credit in favour of the Custodian from an Eligible Institution in an amount equal to at least 18.0% of the Pool Balance on the immediately preceding Determination Day in support of the obligation of the Seller, as Servicer, to make deposits into the Collection Account as provided hereunder. (2) If, pursuant to Section 6.3(2) of the Pooling and Servicing Agreement, the Servicer is not required to make deposits of Collections and Miscellaneous Deposits into the Collection Account pursuant to Section 6.3(1) of the Pooling and Servicing Agreement, the Servicer shall make all distributions contemplated to be made pursuant to Section 6.3(2) of the Pooling and Servicing Agreement in respect of the Series 20222023-1 Ownership Interest directly into the Accumulations Account or another Series Account, as the case may be, for the Series 20222023-1 Ownership Interest. (3) For greater certainty, if Collections and Miscellaneous Deposits otherwise required to be deposited into the Accumulations Account or another Series Account is not so deposited but rather is commingled by the Servicer as permitted under Section 6.3(2) of the Pooling and Servicing Agreement, then such amount not deposited and commingled shall be deemed to have been deposited for the purposes of paragraph (c) of the definition of “Unadjusted Invested Amount” under Section 1.1 of the Pooling and Servicing Agreement, as and in respect of the day that such amount would otherwise have been deposited into such account. For greater certainty, deposits from the Series 20222023-1 Liquidation Yield Reserve Account and the Series 20222023-1 Liquidation Principal Funding Account to the Accumulations Account are not deposits that are to be taken into account for the purposes of paragraph (c) of the definition of “Unadjusted Invested Amount” under Section 1.1 of the Pooling and Servicing Agreement. (4) Notwithstanding any right to commingle Collections and Miscellaneous Deposits pursuant to Section 7.4(1) and pursuant to Section 6.3(2) of the Pooling and Servicing Agreement, if the Person guaranteeing the obligations of the Servicer for the purposes of meeting the requirements of such Sections does not maintain a rating from S&P of at least A-1+ as of a Business Day and S&P is rating the Series 20222023-1 Notes, then the Servicer shall deposit directly into the Accumulations Account or another Series Account, as the case may be, an amount of Collections and/or Miscellaneous Deposits for the Business Day equal to the amount otherwise required to be deposited or distributed in respect of the Series 20222023-1 Ownership Interest, and, for greater certainty, the Servicer shall not be permitted to commingle such Collections and Miscellaneous Deposits with its general funds.

Requirement of the Servicer. to Deposit under Section 6.3(2) of the Pooling and Servicing Agreement. (1) The following conditions shall be specified for the purposes of Section 6.3(2)(c) of the Pooling and Servicing Agreement and, in addition to the conditions specified in Section 6.3(2)(a) and (b) of the Pooling and Servicing Agreement and, if applicable in relation to any other Series, Section 6.3(2)(c) of the Pooling and Servicing Agreement, such conditions shall be satisfied before the Servicer shall not be required to make deposits of Collections and Miscellaneous Deposits into the Collection Account pursuant to Section 6.3(1) of the Pooling and Servicing Agreement: (a) no Servicer Termination Event or Amortization Event has occurred and is continuing; (b) no Series is in its Amortization Period; and (c) either: (i) Canadian Tire or another Person guarantees the obligations of the Seller as Servicer and Canadian Tire or such other Person maintains a rating from each Rating Agency then rating its securities equivalent to at least (x) if DBRS Morningstar is rating any Related Securities of the Series 2022-1 Co- Owner, an R-1 (low) short-term unsecured debt rating from DBRS MorningstarDBRS, (y) if S&P is rating any Related Securities of the Series 20222020-1 Co-Owner, and an A-1+ short-short- term unsecured debt rating from S&P, S&P and (z) if rated by Fitch, and Fitch is rating any Related Securities of the Series 2022- 2020-1 Co-Owner, a long-term unsecured debt rating of A and a short-term unsecured debt rating of F1 from Fitch or, if not rated by Fitch and Fitch is rating any Related Securities of the Series 2022-1 Co-OwnerFitch, the Rating Agency Condition shall have been satisfied in respect of Fitch and Fitch shall not have indicated that it intends to, or has downgraded, any Series 20222020-1 Notes, or (ii) subject to satisfaction of the Rating Agency Condition in respect of the Series 20222020-1 Notes, the Seller arranges for and maintains a letter of credit in favour of the Custodian from an Eligible Institution in an amount equal to at least 18.0% of the Pool Balance on the immediately preceding Determination Day in support of the obligation of the Seller, as Servicer, to make deposits into the Collection Account as provided hereunder. (2) If, pursuant to Section 6.3(2) of the Pooling and Servicing Agreement, the Servicer is not required to make deposits of Collections and Miscellaneous Deposits into the Collection Account pursuant to Section 6.3(1) of the Pooling and Servicing Agreement, the Servicer shall make all distributions contemplated to be made pursuant to Section 6.3(2) of the Pooling and Servicing Agreement in respect of the Series 20222020-1 Ownership Interest directly into the Accumulations Account or another Series Account, as the case may be, for the Series 20222020-1 Ownership Interest. (3) For greater certainty, if Collections and Miscellaneous Deposits otherwise required to be deposited into the Accumulations Account or another Series Account is not so deposited but rather is commingled by the Servicer as permitted under Section 6.3(2) of the Pooling and Servicing Agreement, then such amount not deposited and commingled shall be deemed to have been deposited for the purposes of paragraph (c) of the definition of “Unadjusted Invested Amount” under Section 1.1 of the Pooling and Servicing Agreement, as and in respect of the day that such amount would otherwise have been deposited into such account. For greater certainty, deposits from the Series 20222020-1 Liquidation Yield Reserve Account and the Series 20222020-1 Liquidation Principal Funding Account to the Accumulations Account are not deposits that are to be taken into account for the purposes of paragraph (c) of the definition of “Unadjusted Invested Amount” under Section 1.1 of the Pooling and Servicing Agreement. (4) Notwithstanding any right to commingle Collections and Miscellaneous Deposits pursuant to Section 7.4(1) and pursuant to Section 6.3(2) of the Pooling and Servicing Agreement, if the Person guaranteeing the obligations of the Servicer for the purposes of meeting the requirements of such Sections does not maintain a rating from S&P of at least A-1+ as of a Business Day and S&P is rating the Series 20222020-1 Notes, then the Servicer shall deposit directly into the Accumulations Account or another Series Account, as the case may be, an amount of Collections and/or Miscellaneous Deposits for the Business Day equal to the amount otherwise required to be deposited or distributed in respect of the Series 20222020-1 Ownership Interest, and, for greater certainty, the Servicer shall not be permitted to commingle such Collections and Miscellaneous Deposits with its general funds.

Requirement of the Servicer. to Deposit under Section 6.3(2) of the Pooling and Servicing Agreement. (1) The following conditions shall be specified for the purposes of Section 6.3(2)(c) of the Pooling and Servicing Agreement and, in addition to the conditions specified in Section 6.3(2)(a) and (b) of the Pooling and Servicing Agreement and, if applicable in relation to any other Series, Section 6.3(2)(c) of the Pooling and Servicing Agreement, such conditions shall be satisfied before the Servicer shall not be required to make deposits of Collections and Miscellaneous Deposits into the Collection Account pursuant to Section 6.3(1) of the Pooling and Servicing Agreement: (a) no Servicer Termination Event or Amortization Event has occurred and is continuing; (b) no Series is in its Amortization Period; and (c) either: (i) Canadian Tire or another Person guarantees the obligations of the Seller as Servicer and Canadian Tire or such other Person maintains a rating from each Rating Agency then rating its securities equivalent to at least (x) if Morningstar DBRS Morningstar is rating any Related Securities of the Series 20222024-1 Co- Owner, an R-1 (low) short-term unsecured debt rating from DBRS MorningstarMorningstar DBRS, (y) if S&P is rating any Related Securities of the Series 20222024-1 Co-Co- Owner, an A-1+ short-term unsecured debt rating from S&P, and (z) if rated by Fitch, and Fitch is rating any Related Securities of the Series 2022- 2024-1 Co-Co- Owner, a long-term unsecured debt rating of A and a short-term unsecured debt rating of F1 from Fitch or, if not rated by Fitch and Fitch is rating any Related Securities of the Series 20222024-1 Co-Owner, the Rating Agency Condition shall have been satisfied in respect of Fitch and Fitch shall not have indicated that it intends to, or has downgraded, any Series 20222024-1 Notes, or (ii) subject to satisfaction of the Rating Agency Condition in respect of the Series 20222024-1 Notes, the Seller arranges for and maintains a letter of credit in favour of the Custodian from an Eligible Institution in an amount equal to at least 18.0% of the Pool Balance on the immediately preceding Determination Day in support of the obligation of the Seller, as Servicer, to make deposits into the Collection Account as provided hereunder. (2) If, pursuant to Section 6.3(2) of the Pooling and Servicing Agreement, the Servicer is not required to make deposits of Collections and Miscellaneous Deposits into the Collection Account pursuant to Section 6.3(1) of the Pooling and Servicing Agreement, the Servicer shall make all distributions contemplated to be made pursuant to Section 6.3(2) of the Pooling and Servicing Agreement in respect of the Series 20222024-1 Ownership Interest directly into the Accumulations Account or another Series Account, as the case may be, for the Series 20222024-1 Ownership Interest. (3) For greater certainty, if Collections and Miscellaneous Deposits otherwise required to be deposited into the Accumulations Account or another Series Account is not so deposited but rather is commingled by the Servicer as permitted under Section 6.3(2) of the Pooling and Servicing Agreement, then such amount not deposited and commingled shall be deemed to have been deposited for the purposes of paragraph (c) of the definition of “Unadjusted Invested Amount” under Section 1.1 of the Pooling and Servicing Agreement, as and in respect of the day that such amount would otherwise have been deposited into such account. For greater certainty, deposits from the Series 20222024-1 Liquidation Yield Reserve Account and the Series 20222024-1 Liquidation Principal Funding Account to the Accumulations Account are not deposits that are to be taken into account for the purposes of paragraph (c) of the definition of “Unadjusted Invested Amount” under Section 1.1 of the Pooling and Servicing Agreement. (4) Notwithstanding any right to commingle Collections and Miscellaneous Deposits pursuant to Section 7.4(1) and pursuant to Section 6.3(2) of the Pooling and Servicing Agreement, if the Person guaranteeing the obligations of the Servicer for the purposes of meeting the requirements of such Sections does not maintain a rating from S&P of at least A-1+ as of a Business Day and S&P is rating the Series 20222024-1 Notes, then the Servicer shall deposit directly into the Accumulations Account or another Series Account, as the case may be, an amount of Collections and/or Miscellaneous Deposits for the Business Day equal to the amount otherwise required to be deposited or distributed in respect of the Series 20222024-1 Ownership Interest, and, for greater certainty, the Servicer shall not be permitted to commingle such Collections and Miscellaneous Deposits with its general funds.